Table of Contents

 

 

 

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

| **x****  ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-----------------------|------------------------------------------------------------------------------------------------------|

 

**For thefiscal year ended March 31, 2009 or**

 

| **o****  ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-----------------------|-----------------------------------------------------------------------------------------------------------|

 

**For thetransition period from                   to                    **

 

**Commissionfile number 0-19443**

 

**BOSTONCAPITAL TAX CREDIT FUND II L.P.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                                  | ** ** | **04-3066791**       |
|---------------------------------------------------------------|------------|----------------------|
| (State or other  jurisdiction                                 |       | (I.R.S. Employer     |
| of incorporation  or organization)                            |       | Identification  No.) |
|                                                          |       |                 |
| **One  Boston Place, Suite 2100, Boston, Massachusetts** | ** ** | **02108**            |
| (Address of  principal executive offices)                     |       | (Zip Code)           |

 

Registrant’stelephone number, including area code **(617)624-8900**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

Title of eachclass - Name of each exchange on which registered

**None**

 

Securities registeredpursuant to Section 12(g) of the Act:

 

Title of class

**None**

 

Indicate by check mark if the Registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No x

 

Indicate by check mark if the Registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes o No o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  Seedefinition of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act  (check one):

 

| Large  accelerated filer o |   | Accelerated  filer o         |
|----------------------------|--------|------------------------------|
| Non-accelerated  filer o   |   | Smaller  reporting company x |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

 

 

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## DOCUMENTS INCORPORATEDBY REFERENCE

##  

The following documentsof the Partnership are incorporated by reference:

 
| **Form 10-K** | ** ** | ** **   |
|--------------------|------------|--------------|
| **Parts**          | ** ** | **Document** |
|               |       |         |
| Parts I, III  |       | Prospectus   |
| Parts II, IV       |       |         |

 

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BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

Form 10-KANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2009

 

TABLE OF CONTENTS

 
| PART I   |
|---------------|
|          |   |   |
| Item 1.       | Business |   |
| Item 1A.      | Risk Facotrs |   |
| Item 1B.      | Unresolved Staff Comments |   |
| Item 2.       | Properties |   |
| Item 3.       | Legal Proceedings |   |
| Item 4.       | Submission  of Matters to a Vote of Security Holders |   |
|          |   |   |
| PART II  |
|          |
| Item 5.       | Market for  the Fund’s Limited Partnership Interests and Related Partnership Matters and  Issuer Purchases of Partnership Interests |   |
| Item 6.       | Selected Financial Data |   |
| Item 7.       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |   |
| Item 7a.      | Quantitative and Qualitative  Disclosure About Market Risk |   |
| Item 8.       | Financial Statements and Supplementary  Data |   |
| Item 9.       | Changes in  and Disagreements with Accountants on Accounting and Financial Disclosure |   |
| Item 9a.      | Controls and Procedures |   |
|          |   |   |
| PART III |
|          |   |   |
| Item 10.      | Directors, Executive Officers and  Corporate Governance of the Fund |   |
| Item 11.      | Executive Compensation |   |
| Item 12.      | Security Ownership of Certain  Beneficial Owners and Management |   |
| Item 13.      | Certain Relationships and Related  Transactions, and Director Independence |   |
| Item 14.      | Principal Accountant Fees and  Services |   |
|          |   |   |
| PART IV  |
|          |   |   |
| Item 15.      | Exhibits and Financial Statement  Schedules |   |

 

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PART I

 

Item 1.    Business

 

# Organization

#  

Boston Capital Tax CreditFund II Limited Partnership (the “Partnership”) is a limited partnership formedunder the Delaware Revised Uniform Limited Partnership Act as of June 28,1989. Effective as of June 1, 2001 there was a restructuring, and as aresult, the Partnership’s general partner was reorganized as follows.  The general partner of the Partnershipcontinues to be Boston Capital Associates II Limited Partnership, a Delawarelimited partnership.  The general partnerof the general partner is BCA Associates Limited Partnership, a Massachusettslimited partnership, whose sole general partner is C&M Management, Inc.,a Massachusetts corporation.  John P.Manning is the principal of Boston Capital Partners, Inc. and C&M ManagementInc. The limited partner of the general partner is Capital Investment Holdings,a general partnership whose partners are certain officers and employees ofBoston Capital Partners, Inc. and its affiliates. The assignor limitedpartner is BCTC II Assignor Corp., a Delaware corporation which is nowwholly-owned by John P. Manning.

 

The assignor limitedpartner was formed for the purpose of serving in that capacity for thePartnership and will not engage in any other business.  Units of beneficial interest in the limitedpartnership interest of the assignor limited partner have been assigned by theassignor limited partner by means of beneficial assignee certificates (“BACs”)to investors and investors are entitled to all the rights and economic benefitsof a limited partner of the Partnership including rights to a percentage of theincome, gains, losses, deductions, credits and distributions of thePartnership.

 

A Registration Statementon Form S-11 and the related prospectus, as supplemented (the “Prospectus”)was filed with the Securities and Exchange Commission and became effective October 25,1989 in connection with a public offering (“Offering”) in Series 7, 9through 12, and 14.  The Partnershipraised $186,337,517 representing a total of 18,679,738 BACs. The Partnershipcompleted sales of BACs in all Series on January 27, 1992.

 

# Description of Business

#  

The Partnership’sprincipal business is to invest as a limited partner in other limitedpartnerships (the “Operating Partnerships”), each of which owns or leases andoperates an apartment complex exclusively or partially for low- andmoderate-income tenants.  Each OperatingPartnership in which the Partnership invested owns apartment complexes that arecompleted, newly constructed, under construction or rehabilitation, or to-beconstructed or rehabilitated, and which are expected to receive GovernmentAssistance.

 

Each apartment complexhas qualified for the low-income housing tax credit under Section 42 ofthe Code (the “Federal Housing Tax Credit”), thereby providing tax benefitsover a period of twelve years in the form of tax credits which investors mayuse to offset income, subject to strict limitations, from other sources. Certainof the apartment complexes also qualified for the historic rehabilitation taxcredit under Section 47 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and thegovernment assistance programs are described on pages 67 to 92 of theProspectus, as supplemented, under the caption “Government

 

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Assistance Programs,”which is incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, asamended, in Section 101 of the Housing and Urban Development Act of 1965,as amended, each provide for the making by HUD of rent supplement payments tolow income tenants in properties which receive other forms of federalassistance such as tax credits.  Thepayments for each tenant, which are made directly to the owner of theirproperty, generally are in such amounts as to enable the tenant to pay rentequal to 30% of the adjusted family income. Some of the apartment complexes in which the Partnership has investedare receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance toassistance paid not to the owner of the apartment complex, but directly to theindividuals.  At this time, thePartnership is unable to predict whether Congress will continue rent supplementprograms payable directly to owners of the apartment complex.

 

As of March 31,2009, the Partnership had invested in a total of 153 Operating Partnerships; 0Operating Partnerships on behalf of Series 7, 26 Operating Partnerships onbehalf of Series 9, 18 Operating Partnerships on behalf of Series 10,20 Operating Partnerships on behalf of Series 11, 26 OperatingPartnerships on behalf of Series 12, and 63 Operating Partnerships onbehalf of Series 14. A description of these Operating Partnerships is setforth in Item 2 herein.

 

The business objectivesof the Partnership are to:

 
| (1)    |   | preserve and protect  the Partnership’s capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)    |   | provide current tax  benefits to investors in the form of (a) Federal Housing Tax Credits and  Rehabilitation Tax Credits, which an investor may apply, subject to certain  strict limitations, against his federal income tax liability from active,  portfolio and passive income, and (b) passive losses which an investor  may apply to offset his passive income (if any);                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (3)    |   | provide capital  appreciation (except with respect to the Partnership’s investment in certain  non-profit Operating Partnerships) through increases in value of the  Partnership’s investments and, to the extent applicable, equity buildup  through periodic payments on the mortgage indebtedness with respect to the  apartment complexes;                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (4)    |   | provide cash  distributions (except with respect to the Partnership’s investment in certain  non-profit Operating Partnerships) from a capital transaction as to the  Partnership. The Operating Partnerships intend to hold the apartment  complexes for appreciation in value. The Operating Partnerships may sell the  apartment complexes after a period of time if financial conditions in the  future make such sales desirable and if such sales are permitted by  government restrictions; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (5)    |   | provide, on a current  basis and to the extent available, cash distributions from the operations of  the apartment complexes (no significant amount of which is anticipated).                                                                                                                                                                                                                                                                                                                               |

 

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The business objectivesand investment policies of the Partnership are described more fully on pages 44to 52 of the Prospectus, as supplemented, under the caption “BusinessObjectives and Investment Policies,” which is incorporated herein by reference.

 

Item 1A.         RiskFactors

 

*As used in this Item 1A,references to “we, “us” and “our” mean the Partnership.*

* *

*An investment in our BACs and ourinvestments in Operating Partnerships are subject to risks. These risks mayimpact the tax benefits of an investment in our BACs, and the amount ofproceeds available for distribution to our limited partners, if any, onliquidation of our investments.*

* *

*In addition to the otherinformation set forth in this report, you should carefully consider thefollowing factors which could materially affect our business, financialcondition or results of operations. The risks described below are not the onlyrisks we face. Additional factors not presently known to us or that wecurrently deem to be immaterial also may materially adversely affect ourbusiness operations.*

** **

**The ability of limited partnersto claim tax losses from their investment in us is limited.**

 

The IRS may audit us oran Operating Partnership and challenge the tax treatment of tax items. Theamount of Low Income Housing Tax Credits and tax losses allocable to theinvestors could be reduced if the IRS were successful in such a challenge.  The alternative minimum tax could reduce taxbenefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from aninvestment in our BACs and/or the value of the Operating Partnerships.  Until the Operating Partnerships havecompleted a mandatory fifteen year Low Income Housing Tax Credit complianceperiod, investors are at risk for potential recapture of Low Income Housing TaxCredits that have already been claimed.

 

**The Low Income Housing TaxCredits rules are extremely complicated and noncompliance with these rules mayhave adverse consequences for BAC holders.**

 

Noncompliance withapplicable tax regulations may result in the loss of future Low Income HousingTax Credits and the fractional recapture of Low Income Housing Tax Creditsalready taken. In most cases the annual amount of Low Income Housing TaxCredits that an individual can use is limited to the tax liability due on theperson’s last $25,000 of taxable income. The limited partnerships may be unableto sell the Operating Partnerships at a price which would result in ourrealizing cash distributions or proceeds from the transaction.  Accordingly, we may be unable to distributeany cash to our investors. Low Income Housing Tax Credits may be the onlybenefit from an investment in our BACs.

 

**Poor performance of one housingcomplex, or the real estate market generally, could impair our ability tosatisfy our investment objectives.**

 

Each housing complex issubject to mortgage indebtedness. If an Operating Partnership failed to pay itsmortgage, it could lose its housing complex in foreclosure. If foreclosure wereto occur during the first 15 years of the existence of the Partnership, theloss of any remaining future Low Income Housing Tax Credits, a fractionalrecapture of previously claimed Low Income Housing Tax

 

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Credits, and a loss ofour investment in the housing complex would occur.  To the extent the Operating Partnershipsreceive government financing or operating subsidies, they may be subject to oneor more of the following risks:

 

·                  difficulties in obtaining rent increases;

·                  limitations on cash distributions;

·                  limitations on sales or refinancing of Operating Partnerships;

·                  limitations on transfers of interests in Operating Partnerships;

·                  limitations on removal of local general partners;

·                  limitations on subsidy programs; and

·                  possible changes in applicable regulations.

 

The value of real estateis subject to risks from fluctuating economic conditions, including employmentrates, inflation, tax, environmental, land use and zoning policies, supply anddemand of similar properties, and neighborhood conditions, among others.

 

**No trading market for the BACsexists or is expected to develop.**

 

There is currently noactive trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or may haveto sell BACs at a discount.  Limitedpartners should consider their BACs to be a long-term investment.

 

**Investors may realize taxablegain on sale or disposition of BACs.**

 

Upon the sale or othertaxable disposition of BACs, investors will realize taxable income to theextent that their allocable share of the non-recourse mortgage indebtedness onthe apartment complexes, together with the money they receive from the sale ofthe BACs, is greater than the original cost of their BACs.  This realized taxable income is reduced tothe extent that investors have suspended passive losses or credits.  It is possible that the sale of BACs may notgenerate enough cash to pay the tax obligations arising from the sale.

 

**Investors may have tax liabilityin excess of cash.**

 

Investors eventually maybe allocated profits for tax purposes which exceed any cash distributed tothem.  For this tax liability, theinvestor will have to pay federal income tax without a corresponding cashdistribution.  Similarly, in the event ofa sale or foreclosure of an apartment complex or a sale of BACs, an investormay be allocated taxable income, resulting in tax liability, in excess of anycash distributed to him or her as a result of such event.

 

**Investors may not receive cash ifapartment complexes are sold**.

 

There is no assurancethat investors will receive any cash distributions from the sale or refinancingof an apartment complex.  The price atwhich an apartment complex is sold may not be large enough to pay the mortgageand other expenses which must be paid at such time.  Even if there are net cash proceeds from asale, expenses such as accrued fund management fees and unpaid loans will bededucted pursuant to Section 4.02(a) of the PartnershipAgreement.  If any of these events happen,investors will not get all of their investment back, and the only benefit froman investment will be the tax credits received.

 

The sale or refinancingof the apartment complexes is dependent upon the following material factors:

 

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·                  The necessity of obtaining the consent of the operating generalpartners;

·                  The necessity of obtaining the approvalof any governmental agency(ies) providing government assistance to theapartment complex; and

·                  The uncertainty of the market.

 

Any sale may occur wellafter the fifteen-year federal housing tax credit compliance period.

 

**We have insufficient sources ofcash to pay our existing liabilities.**

 

We currently do not havesufficient cash resources to satisfy our financial liabilities.  Furthermore, we do not anticipate that wewill have sufficient available cash to pay our future financial liabilities.  Substantially all of our existing liabilitiesare payable to our general partner and its affiliates.  Though the amounts payable to the generalpartner and its affiliates are contractually currently payable, we do notbelieve that the general partner or its affiliates will demand immediatepayment of these contractual obligations in the near term; however, there canbe no assurance that this will be the case. We would be materially adversely affected if the general partner or itsaffiliates demanded payment in the near term of our existing contractualliabilities or suspended the provision of services to us because of ourinability to satisfy these obligations. All monies currently deposited, or that will be deposited in the future,into the Partnership’s working capital reserves are intended to be utilized topay our existing and future liabilities.

 

Item 1B.          UnresolvedStaff Comments

 

Not applicable.

 

Item 2. Properties

 

The Partnership hasacquired a limited partnership interest in each of the 153 OperatingPartnerships in 6 series identified in the table set forth below.  In each instance the apartment complex ownedby each of the Operating Partnerships is eligible for the Federal Housing TaxCredit. Initial occupancy of a unit in each apartment complex which compliedwith the minimum set-aside test (i.e., initial occupancy by tenants withincomes equal to no more than a certain percentage of area median income) andthe rent restriction test (i.e., gross rent charged tenants does not exceed 30%of the applicable income standards) is referred to hereinafter as “QualifiedOccupancy.”  Each of the OperatingPartnerships and each of the respective apartment complexes are described morefully in the Prospectus or applicable Report on Form 8-K filed during thepast fiscal year.  The general partnerbelieves that there is adequate casualty insurance on the properties.

 

Please refer to Item 7. “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” for amore detailed discussion of operational difficulties experienced by certain ofthe Operating Partnerships.

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

All properties in Series 7have been disposed of.

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 
| **Property**

**Name**     | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Azalea  Village Apartments |       | Crawford, GA    |       | 24        |       | $                                      | 617,341    |          | 5/90       |            | 5/90       |                              | 100        | %                                | $          | 143,206 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Beaver  Brook Commons      |       | Pelham, NH      |       | 24        |       | 1,136,404                              |       | 4/90          |       | 5/90            |       | 100                               | %          | 290,403                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Big  Lake Seniors          |       | Big Lake, TX    |       | 20        |       | 532,392                                |       | 4/94          |       | 6/95            |       | 100                               | %          | 145,660                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanco  Senior Apt.        |       | Blanco, TX      |       | 20        |       | 497,738                                |       | 12/93         |       | 9/94            |       | 100                               | %          | 98,561                           |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cotton  Mill Apartments    |       | Stuart, VA      |       | 40        |       | 1,401,426                              |       | 10/92         |       | 7/93            |       | 100                               | %          | 271,351                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fawn  River Apartments     |       | Sturgis, MI     |       | 100       |       | 3,564,774                              |       | 10/90         |       | 10/90           |       | 100                               | %          | 971,446                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fountain  Green Apartments |       | Crestview, FL   |       | 24        |       | 682,339                                |       | 6/90          |       | 5/90            |       | 100                               | %          | 164,534                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Garden  Lake Apartments    |       | Immokalee, FL   |       | 65        |       | 2,116,027                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 577,529                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Glenwood  Hotel            |       | Porterville, CA |       | 36        |       | 563,148                                |       | 6/90          |       | 6/90            |       | 100                               | %          | 383,100                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand  Princess Manor      |       | St. Croix, USVI |       | 24        |       | 1,439,447                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 374,766                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand  Princess Villa      |       | St. Croix, USVI |       | 24        |       | 1,438,486                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 276,203                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grifton  Manor Apts.       |       | Grifton, NC     |       | 40        |       | 1,174,356                              |       | 9/93          |       | 2/94            |       | 100                               | %          | 261,645                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hill  St. Commons          |       | South Paris, ME |       | 25        |       | 1,427,281                              |       | 11/92         |       | 10/92           |       | 100                               | %          | 301,064                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kristin  Park Apartments   |       | Las Vegas, NV   |       | 44        |       | 1,338,784                              |       | 3/90          |       | 6/90            |       | 100                               | %          | 313,200                          |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**              | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|-------------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Le  Grand Apts.                     |       | Le Grand, CA     |       | 34        |       | $                                      | 1,660,867  |          | 11/92      |            | 10/93      |                              | 100        | %                                | $          | 419,011 |   |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Longmeadow  Apartments              |       | Skowhegan, ME    |       | 28        |       | 1,426,540                              |       | 8/90          |       | 8/90            |       | 100                               | %          | 284,000                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Magnolia  Lane Apartments           |       | Bloomingdale, GA |       | 48        |       | 1,424,483                              |       | 5/90          |       | 3/90            |       | 100                               | %          | 321,908                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowcrest  Southfield, Apartments |       | Southfield, MI   |       | 83        |       | 2,610,193                              |       | 9/90          |       | 10/90           |       | 100                               | %          | 1,116,284                        |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine  Ridge Place                   |       | Polkton, NC      |       | 16        |       | 607,269                                |       | 1/94          |       | 12/93           |       | 100                               | %          | 114,730                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pleasanton  Seniors Apts.           |       | Pleasanton, TX   |       | 24        |       | 589,323                                |       | 12/93         |       | 7/93            |       | 100                               | %          | 144,839                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Quail  Hollow II                    |       | Raleigh, NC      |       | 36        |       | 2,184,554                              |       | 7/90          |       | 9/90            |       | 100                               | %          | 313,521                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Raitt  Street Apts.                 |       | Santa Ana, CA    |       | 6         |       | 851,018                                |       | 5/93          |       | 8/93            |       | 100                               | %          | 416,200                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Tappahannock  Greens Apts.          |       | Tappahannock, VA |       | 40        |       | 1,445,361                              |       | 3/94          |       | 5/94            |       | 100                               | %          | 293,486                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Telluride  Apartments               |       | Telluride, CO    |       | 30        |       | 1,421,131                              |       | 9/90          |       | 11/90           |       | 100                               | %          | 300,033                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village  Oaks Apartments II         |       | Live Oak, FL     |       | 24        |       | 703,265                                |       | 6/90          |       | 2/90            |       | 100                               | %          | 164,291                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside  Apartments                |       | Providence, RI   |       | 40        |       | 2,102,654                              |       | 6/90          |       | 12/90           |       | 100                               | %          | 1,777,738                        |       |
|                                     |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

8

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Table of Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 
| **Property**

**Name**       | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|------------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Athens  Park Apartments      |       | Athens, AL      |       | 48        |       | $                                      | 1,290,037  |          | 8/90       |            | 6/90       |                              | 100        | %                                | $          | 354,144 |   |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Autumn  Lane Apartments      |       | Washington, GA  |       | 24        |       | 707,804                                |       | 8/89          |       | 11/90           |       | 100                               | %          | 168,234                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Berkshire  Apartments II     |       | Wichita, KS     |       | 66        |       | 1,566,302                              |       | 7/90          |       | 7/90            |       | 100                               | %          | 1,183,452                        |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brentwood  Apartments        |       | Eunice, LA      |       | 32        |       | 920,497                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 205,470                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Candlewick  Place            |       | Monroeville, AL |       | 40        |       | 1,203,266                              |       | 12/92         |       | 10/92           |       | 100                               | %          | 241,600                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarstone  Apts.            |       | Poplarville, MS |       | 24        |       | 742,993                                |       | 5/93          |       | 5/93            |       | 100                               | %          | 180,800                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lambert  Square Apt.         |       | Lambert, MS     |       | 32        |       | 941,527                                |       | 11/92         |       | 12/92           |       | 100                               | %          | 192,347                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village               |       | Roseville, CA   |       | 81        |       | 1,454,033                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 470,000                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowbrook  Lane Apartments |       | Americus, GA    |       | 50        |       | 1,418,339                              |       | 9/90          |       | 3/90            |       | 100                               | %          | 336,264                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Melrose  Lane Apartments     |       | Great Falls, SC |       | 24        |       | 874,926                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 203,645                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pecan  Village Apartments    |       | Ellaville, GA   |       | 30        |       | 755,089                                |       | 7/90          |       | 2/90            |       | 100                               | %          | 221,856                          |       |
|                         |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine  Grove Apts.            |       | Ackerman, MS    |       | 24        |       | 471,631                                |       | 9/93          |       | 6/94            |       | 100                               | %          | 169,926                          |       |
|                              |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

9

----

Table of Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**             | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|------------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pinetree  Manor Apts.              |       | Centreville, MS  |       | 32        |       | $                                      | 943,620    |          | 11/92      |            | 1/93       |                              | 100        | %                                | $          | 191,500 |   |
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood  Village Apartments       |       | Willacoochee, GA |       | 24        |       | 624,883                                |       | 7/90          |       | 7/90            |       | 100                               | %          | 147,480                          |       |
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Stratford  Square Apartments       |       | Brundidge, AL    |       | 24        |       | 725,179                                |       | 10/92         |       | 2/93            |       | 100                               | %          | 145,036                          |       |
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Summer  Glen Apartments            |       | Immokalee, FL    |       | 45        |       | 1,419,193                              |       | 11/92         |       | 3/93            |       | 100                               | %          | 246,230                          |       |
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Heights Apartments, IV |       | Bismarck, ND     |       | 24        |       | 409,657                                |       | 11/90         |       | 7/90            |       | 100                               | %          | 381,010                          |       |
|                               |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodside  Apartments               |       | Lisbon, ME       |       | 28        |       | 1,428,623                              |       | 12/90         |       | 11/90           |       | 100                               | %          | 397,630                          |       |
|                                    |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

10

----

Tableof Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 
| **Property**

**Name**      | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|-----------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Aspen  Square Apartments    |       | Tazewell, VA       |       | 60        |       | $                                      | 1,769,996  |          | 11/90      |            | 11/90      |                              | 100        | %                                | $          | 356,495 |   |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buckeye  Senior Apartments  |       | Buckeye, AZ        |       | 41        |       | 1,288,978                              |       | 12/90         |       | 8/90            |       | 100                               | %          | 311,480                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cambridge  Manor Apartments |       | Macon, MS          |       | 47        |       | 1,542,276                              |       | 5/93          |       | 4/93            |       | 100                               | %          | 356,356                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Church  Hill Apartments     |       | Church Point, LA   |       | 32        |       | 920,363                                |       | 12/90         |       | 1/91            |       | 100                               | %          | 205,750                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Coronado  Hotel             |       | Tuscon, AZ         |       | 42        |       | 134,240                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 614,050                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crestwood  Apartments       |       | St. Cloud, FL      |       | 216       |       | 2,968,535                              |       | 1/91          |       | 6/91            |       | 100                               | %          | 5,636,484                        |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Elmwood  Manor Apartments   |       | Eutaw, AL          |       | 47        |       | 1,562,121                              |       | 5/93          |       | 12/93           |       | 100                               | %          | 333,440                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Farmerville  Square Apts.   |       | Farmerville, LA    |       | 32        |       | 935,617                                |       | 1/91          |       | 4/91            |       | 100                               | %          | 212,280                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hilltop  Apts.              |       | Los Lunas, NM      |       | 40        |       | 1,362,800                              |       | 1/93          |       | 11/92           |       | 100                               | %          | 258,455                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Holley  Grove               |       | Holley, NY         |       | 24        |       | 884,363                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 207,360                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan  Woods Senior Apts.    |       | Delta Township, MI |       | 90        |       | 2,434,561                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 1,184,275                        |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kaplan  Manor Apartments    |       | Kaplan, LA         |       | 32        |       | 893,291                                |       | 12/90         |       | 12/90           |       | 100                               | %          | 198,460                          |       |
|                             |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

11

----

Tableof Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**       | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakewood  Village Apartments |       | Lake Providence, LA |       | 32        |       | $                                      | 921,563    |          | 1/91       |            | 5/91       |                              | 100        | %                                | $          | 223,827 |   |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village               |       | Roseville, CA       |       | 81        |       | 1,454,033                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 530,000                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oatka  Meadows               |       | Warsaw, NY          |       | 24        |       | 885,050                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 206,670                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Osage  Place                 |       | Arkansas City, KS   |       | 38        |       | 1,187,339                              |       | 12/90         |       | 12/90           |       | 100                               | %          | 522,999                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| South  Fork Heights          |       | South Fork, CO      |       | 48        |       | 1,404,413                              |       | 2/91          |       | 2/91            |       | 100                               | %          | 343,358                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Twin  Oaks Apartments        |       | Allendale, SC       |       | 24        |       | 753,972                                |       | 12/90         |       | 9/90            |       | 100                               | %          | 206,888                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Manor Apartments |       | Washington, LA      |       | 32        |       | 923,843                                |       | 1/91          |       | 3/91            |       | 100                               | %          | 216,990                          |       |
|                         |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wildridge  Apartments        |       | Jesup, GA           |       | 48        |       | 1,320,330                              |       | 1/91          |       | 4/91            |       | 100                               | %          | 329,130                          |       |
|                              |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

12

----

Tableof Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 
| **Property**

**Name**           | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|----------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bowman  Village Apartments       |       | Bowman, GA         |       | 24        |       | $                                      | 642,102    |          | 6/91       |            | 10/91      |                              | 100        | %                                | $          | 139,879 |   |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwick  Apartments            |       | Nicholasville, KY  |       | 40        |       | 1,140,567                              |       | 4/91          |       | 4/91            |       | 100                               | %          | 323,941                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bridgerun  Townhomes             |       | Cannon Falls, MN   |       | 18        |       | 490,772                                |       | 6/91          |       | 7/91            |       | 100                               | %          | 458,800                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carson  Village Apartments       |       | Wrightsville, GA   |       | 24        |       | 627,907                                |       | 10/91         |       | 6/92            |       | 100                               | %          | 161,452                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Corcoran  Garden Apartments      |       | Corcoran, CA       |       | 38        |       | 1,856,868                              |       | 2/91          |       | 11/90           |       | 100                               | %          | 432,438                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crescent  City Senior Apartments |       | Crescent City, CA  |       | 38        |       | 2,058,540                              |       | 3/91          |       | 3/91            |       | 100                               | %          | 474,536                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Earlimart  Senior Apartments     |       | Earlimart, CA      |       | 35        |       | 1,297,056                              |       | 6/91          |       | 6/91            |       | 100                               | %          | 364,515                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fox  Run Apartments              |       | Jesup, GA          |       | 24        |       | 516,879                                |       | 12/91         |       | 7/92            |       | 100                               | %          | 150,033                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hamilton  Village Apartments     |       | Preston, GA        |       | 20        |       | 547,720                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 140,948                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hunters  Park Apartments         |       | Tarboro, NC        |       | 40        |       | 1,359,228                              |       | 5/91          |       | 4/91            |       | 100                               | %          | 320,175                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan  Woods Senior Apartments    |       | Delta Township, MI |       | 90        |       | 2,434,561                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 778,688                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeridge  Apartments            |       | Eufala, AL         |       | 30        |       | 883,230                                |       | 3/91          |       | 4/91            |       | 100                               | %          | 186,780                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Laurel  Village Apartments       |       | Wadley, GA         |       | 24        |       | 636,842                                |       | 10/91         |       | 5/92            |       | 100                               | %          | 149,058                          |       |
|                                  |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

13

----

Table of Contents

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF MARCH 31, 2009

Continued

 
| **Property**

**Name**         | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|--------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Los  Caballos II Apts.         |       | Hatch, NM        |       | 24        |       | $                                      | 686,519    |          | 7/91       |            | 8/91       |                              | 100        | %                                | $          | 164,740 |   |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Melville  Plaza Apartments     |       | Melville, LA     |       | 32        |       | 857,971                                |       | 7/91          |       | 10/91           |       | 100                               | %          | 178,564                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakleigh  Apartments           |       | Abbeville, LA    |       | 32        |       | 878,896                                |       | 8/91          |       | 3/92            |       | 100                               | %          | 178,716                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakwood  Apartments            |       | Mamou, LA        |       | 32        |       | 864,512                                |       | 8/91          |       | 1/92            |       | 100                               | %          | 180,819                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prairie  West Apts. III        |       | West Fargo, ND   |       | 24        |       | 419,886                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 360,698                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ridgeway  Court III Apartments |       | Bemidji, MN      |       | 24        |       | 987,714                                |       | 4/91          |       | 1/91            |       | 100                               | %          | 180,186                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rockmoor  Apartments           |       | Banner Elk, NC   |       | 12        |       | 541,858                                |       | 5/91          |       | 3/91            |       | 100                               | %          | 95,818                           |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Turner  Lane Apartments        |       | Ashburn, GA      |       | 24        |       | 707,313                                |       | 5/91          |       | 7/91            |       | 100                               | %          | 147,090                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Uptown  Apartments             |       | Salyersville, KY |       | 16        |       | 498,925                                |       | 5/91          |       | 3/91            |       | 100                               | %          | 121,700                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Villas  of Lakeridge           |       | Eufala, AL       |       | 18        |       | 512,623                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 96,868                           |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodcrest  Manor Apartments    |       | Woodville, MS    |       | 24        |       | 682,999                                |       | 6/91          |       | 11/91           |       | 100                               | %          | 138,579                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodlawn  Village Apartments   |       | Abbeville, GA    |       | 36        |       | 975,217                                |       | 10/91         |       | 4/92            |       | 100                               | %          | 229,601                          |       |
|                           |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Yorkshire  Townhome Apts.      |       | Fort Smith, AR   |       | 50        |       | 574,873                                |       | 9/93          |       | 8/94            |       | 100                               | %          | 874,069                          |       |
|                                |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 
| **Property**

**Name**     | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ada  Village Apts.         |       | Ada, OK         |       | 44        |       | $                                      | 956,740    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 158,976 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Amherst  Village           |       | Amherst, VA     |       | 48        |       | 1,521,094                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 322,796                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard  Senior Apts. II |       | Blanchard, LA   |       | 24        |       | 574,336                                |       | 10/91         |       | 9/91            |       | 100                               | %          | 143,628                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard  Village Apts.   |       | Blanchard, OK   |       | 8         |       | 203,837                                |       | 1/93          |       | 7/93            |       | 100                               | %          | 32,954                           |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brantwood  Lane Apartments |       | Centreville, AL |       | 36        |       | 1,102,769                              |       | 7/91          |       | 9/91            |       | 100                               | %          | 237,873                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Breckenridge  Apartments   |       | McColl, SC      |       | 24        |       | 834,919                                |       | 1/92          |       | 3/92            |       | 100                               | %          | 186,065                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| The  Bridge Building       |       | New York, NY    |       | 15        |       | —                                 |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,037,770                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buchanan  Court            |       | Warren, PA      |       | 18        |       | 698,680                                |       | 7/91          |       | 11/90           |       | 100                               | %          | 160,600                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carleton  Court Apartments |       | Providence RI   |       | 46        |       | 3,009,602                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 1,496,922                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carriage  Run Apartments   |       | Emporia, VA     |       | 40        |       | 1,236,025                              |       | 10/91         |       | 4/92            |       | 100                               | %          | 259,980                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedar  View Apartments     |       | Brinkley, AR    |       | 32        |       | 1,216,141                              |       | 5/92          |       | 10/92           |       | 100                               | %          | 254,016                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarwood  Apartments      |       | Pembroke, NC    |       | 36        |       | 1,360,628                              |       | 10/91         |       | 1/92            |       | 100                               | %          | 326,310                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| College  Green             |       | Chili, NY       |       | 110       |       | 3,922,955                              |       | 3/95          |       | 8/95            |       | 100                               | %          | 755,771                          |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**            | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|-----------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Colorado  City Seniors Apartments |       | Colorado City, TX  |       | 24        |       | $                                      | 523,398    |          | 10/91      |            | 10/91      |                              | 100        | %                                | $          | 98,721 |   |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cottonwood  Apts. II              |       | Cottonport LA      |       | 24        |       | 631,691                                |       | 10/91         |       | 7/91            |       | 100                               | %          | 152,664                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Countryside  Manor                |       | Fulton, MS         |       | 24        |       | 644,275                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 151,868                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Davis  Village Apts.              |       | Davis, OK          |       | 44        |       | 1,085,342                              |       | 1/93          |       | 9/93            |       | 100                               | %          | 180,452                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Devenwood  Apartments             |       | Ridgeland, SC      |       | 24        |       | 836,638                                |       | 7/92          |       | 1/93            |       | 100                               | %          | 186,000                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Duncan  Village Apts.             |       | Duncan, OK         |       | 48        |       | 1,038,628                              |       | 1/93          |       | 11/93           |       | 100                               | %          | 172,005                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Edison  Village Apartments        |       | Edison, GA         |       | 42        |       | 1,144,587                              |       | 7/91          |       | 2/92            |       | 100                               | %          | 274,144                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairground  Place Apts.           |       | Bedford, KY        |       | 19        |       | 669,280                                |       | 3/95          |       | 8/95            |       | 100                               | %          | 176,963                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Four  Oaks Village Apartments     |       | Four Oaks, NC      |       | 24        |       | 859,483                                |       | 3/92          |       | 6/92            |       | 100                               | %          | 179,900                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Franklin  Vista III Apts.         |       | Anthony, NM        |       | 28        |       | 893,226                                |       | 1/92          |       | 4/92            |       | 100                               | %          | 179,685                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Friendship  Village               |       | Bel Air, MD        |       | 32        |       | 1,389,011                              |       | 1/92          |       | 6/91            |       | 100                               | %          | 226,000                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Green  Village Apts. II           |       | Standardsville, VA |       | 16        |       | 563,331                                |       | 4/92          |       | 11/91           |       | 100                               | %          | 99,100                           |       |
|                                   |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

16

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**             | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|------------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Greenleaf  Apartments              |       | Bowdoinham, ME     |       | 21        |       | $                                      | 1,086,727  |          | 11/91      |            | 8/92       |                              | 100        | %                                | $          | 295,085 |   |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hughes  Springs Seniors Apartments |       | Hughes Springs, TX |       | 32        |       | 759,967                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 183,674                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hessmer  Village Apartments        |       | Hessmer, LA        |       | 32        |       | 873,657                                |       | 12/91         |       | 4/92            |       | 100                               | %          | 186,503                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hillmont  Village Apartments       |       | Micro, NC          |       | 24        |       | 849,915                                |       | 9/91          |       | 1/92            |       | 100                               | %          | 184,900                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Jarratt  Village Apartments        |       | Jarratt, VA        |       | 24        |       | 796,681                                |       | 10/91         |       | 12/91           |       | 100                               | %          | 159,140                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kingfisher  Village Apts.          |       | Kingfisher, OK     |       | 8         |       | 143,387                                |       | 1/93          |       | 12/93           |       | 100                               | %          | 24,365                           |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| La  Gema del Barrio Apts.          |       | Santa Ana, CA      |       | 6         |       | 630,132                                |       | 6/92          |       | 8/92            |       | 100                               | %          | 458,000                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lafayettee  Gardens Apartments     |       | Scott, LA          |       | 56        |       | 950,686                                |       | 10/91         |       | 11/91           |       | 100                               | %          | 437,688                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lake  Isabella Senior Apartments   |       | Lake Isabella, CA  |       | 46        |       | 1,925,408                              |       | 9/91          |       | 1/92            |       | 100                               | %          | 442,457                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeview  Meadows                  |       | Battle Creek, MI   |       | 53        |       | 1,403,160                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 1,018,808                        |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lana  Lu Apartments                |       | Lonaconing, MD     |       | 30        |       | 1,429,414                              |       | 12/91         |       | 9/92            |       | 100                               | %          | 303,261                          |       |
|                                    |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**         | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|--------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lexington  Village Apts.       |       | Lexington, OK       |       | 8         |       | $                                      | 194,072    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 32,178 |   |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village                 |       | Roseville, CA       |       | 81        |       | 1,454,033                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,096,199                        |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Marion  Apartments             |       | Manor Marion,LA     |       | 32        |       | 961,169                                |       | 2/92          |       | 6/92            |       | 100                               | %          | 199,708                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maysville  Village Apts.       |       | Maysville, OK       |       | 8         |       | 201,516                                |       | 1/93          |       | 10/93           |       | 100                               | %          | 33,726                           |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Montague  Place Apartments     |       | Caro, MI            |       | 28        |       | 1,097,086                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 432,320                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nevada  City Senior Apartments |       | Grass Valley, CA    |       | 60        |       | 3,421,992                              |       | 1/92          |       | 10/92           |       | 100                               | %          | $                                | 839,300    |   |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Newellton  Place Apartments    |       | Newellton, LA       |       | 32        |       | 883,515                                |       | 2/92          |       | 4/92            |       | 100                               | %          | 190,600                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| New  River Overlook Apartments |       | Radford, VA         |       | 40        |       | 1,427,708                              |       | 8/91          |       | 2/92            |       | 100                               | %          | 285,371                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak  Ridge Apartments          |       | Crystal Springs, MS |       | 40        |       | 1,252,699                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 308,578                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakland  Village Apts.         |       | Littleton, NC       |       | 24        |       | 820,490                                |       | 5/92          |       | 8/92            |       | 100                               | %          | 161,939                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Apartments          |       | McComb, MS          |       | 32        |       | 971,999                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 238,995                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Elderly             |       | Walnut Cove, NC     |       | 24        |       | 924,166                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 199,311                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prague  Village Apts.          |       | Prague, OK          |       | 8         |       | 110,113                                |       | 1/93          |       | 3/93            |       | 100                               | %          | 21,373                           |       |
|                                |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**          | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|---------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rainier  Manor Apartments       |       | Mt. Rainier, MD    |       | 104       |       | $                                      | 3,383,134  |          | 3/92       |            | 1/93       |                              | 100        | %                                | $          | 1,190,350 |   |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood  Manor Apartments      |       | Ellenton, FL       |       | 43        |       | 1,388,971                              |       | 12/91         |       | 11/91           |       | 100                               | %          | 302,250                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| San  Jacinto Senior Apartments  |       | San Jacinto, CA    |       | 46        |       | 2,288,615                              |       | 1/92          |       | 10/91           |       | 100                               | %          | 588,965                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Snow  Hill Ridge Apartments     |       | Raleigh, NC        |       | 32        |       | 1,104,603                              |       | 10/91         |       | 12/91           |       | 100                               | %          | 307,524                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring  Creek Village           |       | Derby, KS          |       | 72        |       | 1,228,945                              |       | 6/91          |       | 9/91            |       | 100                               | %          | 1,634,760                        |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring  Valley Apartments       |       | Lexington Park, MD |       | 128       |       | 4,968,264                              |       | 11/91         |       | 12/92           |       | 100                               | %          | 2,877,811                        |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Titusville  Apartments          |       | Titusville PA      |       | 30        |       | 1,191,701                              |       | 12/91         |       | 1/92            |       | 100                               | %          | 280,829                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Valley  Ridge Senior Apartments |       | Central Valley, CA |       | 38        |       | 1,753,196                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 456,600                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Victoria  Place                 |       | Victoria, VA       |       | 39        |       | 1,278,104                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 287,736                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village  Green                  |       | Raleigh, NC        |       | 42        |       | 584,233                                |       | 5/92          |       | 9/91            |       | 100                               | %          | 581,446                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Court               |       | Abingdon, VA       |       | 39        |       | 1,077,049                              |       | 7/91          |       | 8/91            |       | 100                               | %          | 295,250                          |       |
|                                 |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2009

 

Continued

 
| **Property**

**Name**     | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/08** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/09** | ** ** | **Cap Con  Paid  Thru  3/31/09** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wesley  Village Apartments |       | Martinsburg, WV |       | 36        |       | $                                      | 1,258,735  |          | 10/91      |            | 6/92       |                              | 100        | %                                | $          | 266,253 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside  Apartments       |       | Louisville, MS  |       | 33        |       | 701,658                                |       | 3/92          |       | 1/92            |       | 100                               | %          | 191,014                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wynnewood  Village Apts.   |       | Wynnewood, OK   |       | 16        |       | 410,429                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 67,443                           |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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| Item 3. |   | Legal  Proceedings                                   |
|---------|--------|------------------------------------------------------|
|    |   |                                                 |
|    |   | None.                                                |
|    |   |                                                 |
| Item 4. |   | Submission of  Matters to a Vote of Security Holders |
|    |   |                                                 |
|    |   | None.                                                |

 

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PART II

 
| Item 5. |   | Market for the  Registrant’s Partnership Interests, Related Partnership Matters and Issuer  Purchases of Partnership Interest |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------|

 

(a)                    Market Information

 

The Partnership isclassified as a limited partnership and has no common stock.  There is no established public trading marketfor the BACs and it is not anticipated that any public market will develop.

(b)                   Approximate number of security holders

 

As of March 31,2009, the Partnership has 10,567 registered BAC holders for an aggregate of18,679,738 BACs which were offered at a subscription price of $10 per BAC.

 

The BACs were issued inseries.  Series 7 consists of 735investors holding 1,036,100 BACs, Series 9 consists of 2,007 investorsholding 4,178,029 BACs, Series 10 consists of 1,498 investors holding2,428,925 BACs, Series 11 consists of 1,262 investors holding 2,489,599BACs, Series 12 consists of 1,772 investors holding 2,972,795 BACs, and Series 14consists of 3,293 investors holding 5,574,290 BACs at March 31, 2009.

(c)                    Dividend history and restriction

 

The Partnershiphas made no distributions of net cash flow to its BAC holders from itsinception, June 28, 1989, through March 31, 2009.

 

The PartnershipAgreement provides that profits, losses and credits will be allocated eachmonth to the holder of record of a BAC as of the last day of such month.  Allocation of profits, losses and creditsamong BAC holders will be made in proportion to the number of BACs held by eachBAC holder.

 

Any distributionsof net cash flow or liquidation, sale or refinancing proceeds will be madewithin 180 days of the end of the annual period to which they relate.  Distributions will be made to the holders ofrecord of a BAC as of the last day of each month in the ratio which (i) theBACs held by the holder on the last day of the calendar month bears to (ii) theaggregate number of BACs outstanding on the last day of such month.

 

Partnershipallocations and distributions are described on pages 107 to 112 of theProspectus, as supplemented, which are incorporated herein by reference.

 

During the year ended March 31,2009, the Partnership made no distributions to the limited partners forproceeds from the sale of Operating Partnerships.

 

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| Item 6. |   | Selected  Financial Data                                                                    |
|---------|--------|---------------------------------------------------------------------------------------------|
|    |   |                                                                                        |
|    |   | Not Applicable.                                                                             |
|    |   |                                                                                        |
| Item 7. |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |

 

This Management’sDiscussion and Analysis of Financial Condition and Results of Operationscontains forward-looking statements such as our intentions, hopes, beliefs,expectations, strategies and predictions of our future activities, or otherfuture events or conditions. Such statements are “forward looking statements”within the meaning of Section 27A of the Securities Act of 1993, asamended, and Section 21E of the Securities Exchange Act of 1934, asamended, and are intended to be covered by the safe harbors created thereby.Investors are cautioned that all forward-looking statements involve risks anduncertainty, including, without limitation, the factors identified in Part I,Item 1A of this Report. Although we believe that the assumptions underlying theforward-looking statements contained herein are reasonable, any of theassumptions could be inaccurate, and, therefore, there can be no assurance thatthe forward-looking statements included in this Report will prove to beaccurate. In light of the significant uncertainties inherent in theforward-looking statements included herein, the inclusion of such informationshould not be regarded as a representation by us or any other person that ourobjectives and plans will be achieved.

 

Liquidity

 

The Partnership’s primarysource of funds was the proceeds of the Offering.  Other sources of liquidity include (i) interestearned on capital contributions unpaid as of March 31, 2009 and on workingcapital reserves and (ii) cash distributions from operations of theOperating Partnerships in which the Partnership has invested.  These sources of liquidity, along with thePartnership’s working capital reserve, are available to meet the obligations ofthe Partnership.  The Partnership doesnot anticipate significant cash distributions from operations of the OperatingPartnerships.

 

The Partnership iscurrently accruing the annual partnership management fee to enable each seriesto meet current and future third party obligations. During the fiscal yearended March 31, 2009 the Partnership accrued $1,295,460 and paid$2,847,687 in annual partnership management fees. As of March 31, 2009 theaccrued partnership management fees totaled $23,521,471.  Pursuant to the Partnership Agreement, theseliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from thesesales or refinancing will be used to satisfy these liabilities.  The Partnership anticipates that there willbe sufficient cash to meet future third party obligations.  The Partnership does not anticipatesignificant cash distributions in the long or short term from operations of theOperating Partnerships.

 

Affiliates of the generalpartner have advanced $640,600 to the Partnership to pay certain third partyoperating expenses and to fund advances to Operating Partnerships. Of this amount,Series 7 paid $107,320 to an affiliate of the general partner during thefiscal year ended March 31, 2009. The allocation of the total advanced through March 31, 2009, tofour of the six series is as follows: $215,293 to Series 7, $99,461 to Series 11, $153,188 to Series 12and $172,658 to Series 14.  These,and any additional advances, will be paid, without interest, from availablecash flow, reporting fees, or the proceeds of the sale or refinancing of thePartnership’s interest in Operating Partnerships.  The Partnership anticipates that as the OperatingPartnerships continue to mature, more cash flow and reporting fees will begenerated.  Cash flow and reporting feeswill be added to the

 

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Partnership’s workingcapital and will be available to meet future third party obligations of thePartnership.  The Partnership iscurrently pursuing, and will continue to pursue, available cash flow andreporting fees and anticipates that the amount collected will be sufficient tocover third party operating expenses.

 

Capital Resources

 

The Partnership offeredBACs in the Offering declared effective by the Securities and ExchangeCommission on October 25, 1989.  ThePartnership received and accepted subscriptions for $186,337,517 representing18,679,738 BACs from investors admitted as BAC holders in Series 7, 9through 12 and 14 of the Partnership.

 

Offers and sales of BACsin Series 7, 9 through 12, and 14 of the Partnership were completed andthe last of the BACs in Series 14 were issued by the Partnership on January 27,1992.

 

(Series 7).  The Partnership commenced offering BACs in Series 7on November 14, 1989.  The Partnershiphad received and accepted subscriptions for $10,361,000, representing 1,036,100BACs from investors admitted as BAC holders in Series 7.  Offers and sales of BACs in Series 7were completed and the last of the BACs in Series 7 were issued by thePartnership on December 29, 1989.

 

As of March 31,2009, the net proceeds from the offer and sale of BACs in Series 7 hadbeen used to invest in a total of 15 Operating Partnerships in an aggregateamount of $7,774,651, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2009, all 15 of theproperties had been disposed of. Cash and Cash Equivalents for Series 7 atMarch 31, 2009, represented $59,368 in working capital.

 

(Series 9).  The Partnership commenced offering BACs in Series 9on February 1, 1990.  ThePartnership had received and accepted subscriptions for $41,574,518,representing 4,178,029 BACs from investors admitted as BAC holders in Series 9.  Offers and sales of BACs in Series 9were completed and the last of the BACs in Series 9 were issued by thePartnership on April 30, 1990.

 

As of March 31,2009, the net proceeds from the offer and sale of BACs in Series 9 hadbeen used to invest in a total of 55 Operating Partnerships in an aggregateamount of $31,605,286, and the Partnership had completed payment ofinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2009, 29 of theproperties had been disposed of and 26 remain. Cash and Cash Equivalents for Series 9 at March 31, 2009,represented $212,194 in working capital.

 

(Series 10).  The Partnership commenced offering BACs in Series 10on May 7, 1990.  The Partnership hadreceived and accepted subscriptions for $24,288,997 representing 2,428,925 BACsfrom investors admitted as BAC holders in Series 10.  Offers and sales of BACs in Series 10were completed and the last of the BACs in Series 10 were issued by thePartnership on August 24, 1990.

 

As of March 31,2009, the net proceeds from the offer and sale of BACs in Series 10 hadbeen used to invest in a total of 45 Operating Partnerships in an aggregateamount of $18,555,455, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2009, 27 of theproperties had been disposed of and 18 remain. Cash and Cash Equivalents for Series 10 at March 31, 2009,represented $120,636 in working capital.

 

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(Series 11).  The Partnership commenced offering BACs in Series 11on September 17, 1990.  ThePartnership had received and accepted subscriptions for $24,735,002, representing2,489,599 BACs in Series 11.  Offersand sales of BACs in Series 11 were completed and the last of the BACs in Series 11were issued by the Partnership on December 31, 1990.

 

As of March 31,2009, the net proceeds from the offer and sale of BACs in Series 11 hadbeen used to invest in a total of 40 Operating Partnerships in an aggregateamount of $18,894,372. As of March 31, 2009, 20 of the properties had beendisposed of and 20 remain. The Partnership has completed payment of allinstallments of its capital contributions to the Operating Partnerships.  Cash and Cash Equivalents for Series 11at March 31, 2009, represented $246,366 in working capital.

 

(Series 12).  The Partnership commenced offering BACs in Series 12on February 1, 1991.  The Partnershiphad received and accepted subscriptions for $29,649,003, representing 2,972,795BACs in Series 12.  Offers and salesof BACs in Series 12 were completed and the last of the BACs in Series 12were issued by the Partnership on April 30, 1991.

 

During the fiscal yearended March 31, 2009, the Partnership did not use any of Series 12’snet offering proceeds to pay installments of its capital contributions to theOperating Partnerships.  As of March 31,2009, the net proceeds from the offer and sale of BACs in Series 12 hadbeen used to invest in a total of 53 Operating Partnerships in an aggregateamount of $22,356,179.  As of March 31,2009, 27 of the properties had been disposed of and 26 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 25 of the 26 remaining OperatingPartnerships.  At March 31, 2009,working capital of $135,582 consists of cash and cash equivalents less capitalcontributions payable.

 

(Series 14).  The Partnership commenced offering BACs in Series 14on May 20, 1991.  The Partnershiphad received and accepted subscriptions for $55,728,997, representing 5,574,290BACs in Series 14.  Offers and salesof BACs in Series 14 were completed and the last of the BACs in Series 14were issued by the Partnership on January 27, 1992.

 

During the fiscal yearended March 31, 2009, the Partnership did not use any of Series 14’snet offering proceeds to pay installments of its capital contributions to theOperating Partnership.  As of March 31,2009 the net proceeds from the offer and sale of BACs in Series 14 hadbeen used to invest in a total of 101 Operating Partnerships in an aggregateamount of $42,034,328.  As of March 31,2009, 38 of the properties had been disposed of and 63 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 52 of the remaining 63 OperatingPartnerships.  At March 31, 2009,working capital of $284,841 consists of cash and cash equivalents less capitalcontributions payable.

 

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Results of Operations

 

The Partnership incurs anannual partnership management fee payable to its general partner and/or itsaffiliates in an amount equal to 0.5% of the aggregate cost of the apartmentcomplexes owned by the Operating Partnerships, less the amount of certainpartnership management and reporting fees paid by the OperatingPartnerships.  The annual partnership managementfee, net of reporting fees received, charged to operations for the fiscal yearsended March 31, 2009 and 2008 was $943,338 and $1,125,917,respectively.  The Partnership’sinvestment objectives do not include receipt of significant cash distributionsfrom the Operating Partnerships in which it has invested.  The Partnership’s investments in OperatingPartnerships have been made principally with a view towards realization ofFederal Housing Tax Credits for allocation to its partners and BAC holders.

 

(Series 7).  The series did not have any properties at March 31,2009. As of March 31, 2008, the average Qualified Occupancy for the serieswas 100%.

 

For the tax years ended December 31,2008 and 2007, the series, in total, generated $482,559 and $875,570,respectively, in passive income that was passed through to the investors, andalso provided $.00, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2009and 2008, Investments in Operating Partnerships for Series 7 was $0.  Investments in Operating Partnerships were affectedby the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended March 31,2009, and 2008, the net income for series 7 was $26,922 and $136,720,respectively.  The major components ofthese amounts are the Partnership’s share of income from Operating Partnershipand the partnership management fee.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Deer Hill II Limited Partnership to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,431,974 and cash proceeds to the investment partnership of$140,000.  Of the total proceedsreceived, $7,500 was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $132,500 was returned to cash reserves held by Series 7.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $132,500 as of August 31, 2007.

 

In August 2007, theinvestment general partner entered into an agreement to transfer its interestin Oakview Limited Partnership to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,092,000 and cash proceeds to the

 

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investment limitedpartners of $32,760.  Of the totalproceeds received, $1,130 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,579 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $24,051 was returnedto cash reserves held by the investment limited partnership.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceedsfrom the sale, net of the overhead and expenses, has been recorded in theamount of $24,051 as of August 31, 2007.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Westwood Square Apartments Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $1,363,362 and cash proceeds to the investmentpartnerships of Series 7 and Series 9 of $15,200 and $24,800, respectively.  Of the total proceeds received, $2,850 and$4,650, respectively, were paid to BCAMLP for expenses related to the transfer,which includes third party legal costs.  Theremaining proceeds of $12,350 and $20,150 for Series 7 and Series 9,respectively, were returned to cash reserves held by Series 7 and Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnerships’ investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,350 and $20,150 for Series 7and Series 9, respectively, as of August 31, 2007.

 

In December 2006,the investment general partner transferred the interest of Boston Capital TaxCredit Fund I LP Series 6 and Series 7 in Hillandale Commons LimitedPartnership to an entity affiliated with the operating general partner, for itsassumption of the outstanding mortgage balance and cash proceeds of$863,000.  In accordance with Agreementof Purchase and Sale an initial payment of $67,200 and $52,800 was paid in December 2006and an outstanding note payable of $416,080 and $326,920 was paid in July 2007to Series 6 and Series 7, respectively. Of the gross proceedsreceived, $16,800 and $13,200 represent reporting fees due to an affiliate, and$4,200 and $3,300 was paid to BCAMLP for expenses of the sale, which includesthird party legal costs, for Series 6 and Series 7, respectively.  Of the remaining proceeds, $462,280 and$363,220 for Series 6 and Series 7, respectively, was returned tocash reserves.  The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidpartnership management fees, and accrued but unpaid expenses of the investmentlimited partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution. Annual losses generated by the OperatingPartnership, which were applied against the

 

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investment limitedpartnerships’ investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. The sale proceeds,previously recorded as receivable, in the amount of $416,080 and $326,920 for Series 6and Series 7, respectively, were received as of July 31, 2007.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the expense and overheadreimbursement, has been recorded in the amount of $462,280 and $363,220, for Series 6and Series 7, respectively, as of December 31, 2006.

 

In November 2006,the investment general partner transferred 50% of its interest in CreeksideApartments, a Pennsylvania limited partnership to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $622,287 and cash proceeds to the investment limitedpartner of $6,821. Of the proceeds received, $3,071 represented reporting feesdue to an affiliate of the investment limited partnership and $3,750 was paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs. No proceeds were returned to the cash reserves held by Series 7.  In December 2007, the investment generalpartner transferred its remaining 50% investment limited partner interest inthe Operating Partnership to an entity affiliated with the operating generalpartner for its assumption of the remaining half the outstanding mortgagebalance of approximately $620,109 and cash proceeds to the investment limitedpartner of $6,821.  Of the total proceedsreceived, $3,071 represents reporting fees due to an affiliate of theinvestment limited partnership and $3,750 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs. No proceedswere returned to the cash reserves held by Series 7. Annual lossesgenerated by the Operating Partnership, which were applied against the investmentlimited partner’s investment in the Operating Partnership in accordance withthe equity method of accounting, had previously reduced the investment limitedpartner investment in the Operating Partnership to zero.  Accordingly, no gain or loss on the partialtransfer of the investment limited partner interest has been recorded.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Briarwood Apartments, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $601,350and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investment partnership’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $20,680 as of September 30,2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Lebanon Properties II LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $555,337and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000

 

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was paid to BCAMLP forexpenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Oak Grove Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $466,923and cash proceeds to the investment partnership of $21,400. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $16,400 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $16,400 as of September 30, 2008.

 

(Series 9).  As of March 31, 2009 and 2008, theaverage Qualified Occupancy for the series was 100%, respectively. The serieshad a total of 26 properties as of March 31, 2009, all of which were at100% qualified occupancy.

 

For the tax years ended December 31,2008 and 2007, the series, in total, generated $2,363,352 and $880,752,respectively, in passive income that was passed through to the investors, andalso provided $.00 respectively, in tax credits per BAC to the investors.

 

As of March 31, 2009and 2008, the Investments in Operating Partnerships for Series 9 were $0.Investments in Operating Partnerships were affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2009, and 2008, the net income(loss) for series 9 was $133,887 and $(169,864),respectively.  The major components ofthese amounts are the Fund’s share of income(losses) from Operating Partnershipand the fund management fee.

 

Blanco Seniors ApartmentsLtd (Blanco Seniors Apartments) is a 20-unit elderly development located inBlanco, Texas.  Occupancy was strongaveraging 99% for 2008. The complex attained rent increases in 2008 resultingin an 18% increase

 

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in revenue over 2007levels.  Expenses remained consistentwith 2007 amounts. Due to the increased revenue, the property operated abovebreakeven in 2008.  Occupancy in thefirst quarter of 2009 averaged 98% and the property continues to operate abovebreakeven.  The operating deficitguarantee is unlimited in time and amount. All real estate tax, mortgage, and insurance payments are current.

 

In August 2007, theinvestment general partner entered into an agreement to transfer its interestin Brooklyn Limited to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$1,079,144 and cash proceeds to the investment limited partners of$32,374.  Of the total proceeds received,$7,579 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $24,795 was returned to cash reserves held by the investmentlimited partnership.  The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expenses,has been recorded in the amount of $24,795 as of August 31, 2007.

 

In May 2007, theinvestment general partner of School Street II LP approved an agreement to sellthe property and the transaction closed on July 10, 2007. The sales priceof the property was $875,000, which includes the outstanding mortgage balanceof approximately $625,716. After the payment of all costs related to the saleof the property, including the brokerage commission, legal fees, satisfactionof the outstanding mortgage balance, and repayment of previous advances to theoperating general partner in accordance with the Operating Partnershipagreement, cash proceeds to the investment limited partner were $0. As part ofthe purchase agreement, the buyer was required to maintain the property asaffordable housing through the end of the tax credit compliance period whichended December 31, 2007. In addition, the operating general partner hasprovided a recapture bond on behalf of the investment limited partner to avoidthe recapture of the tax credits that have been taken. Annual losses generatedby the Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership was been recorded.

 

Fountain GreenApartments, Limited (Fountain Green Apartments) is a 24-unit property locatedin Crestview, FL.  Occupancy at theproperty remains strong averaging 94% for 2007 and 2008.  The first quarter of 2009 occupany averaged88% and the property continues to above breakeven. All insurance, real estatetaxes, and mortgage payments are current. Tax credit delivery ended in 2002 and the low income housing tax creditcompliance period expired in 2007.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Westwood Square Apartments Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $1,363,362 and cash proceeds to the investmentpartnerships of Series 7 and Series 9 of $15,200 and $24,800,respectively.  Of the total proceedsreceived, $2,850 and $4,650, respectively, was paid to BCAMLP for expensesrelated to the

 

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transfer, which includesthird party legal costs.  The remainingproceeds of $12,350 and $20,150 for Series 7 and Series 9,respectively, were returned to cash reserves held by Series 7 and Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnerships’ investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,350 and $20,150 for Series 7and Series 9, respectively, as of August 31, 2007.

 

Glenwood Hotel Investors(Glenwood Hotel) is a 36-unit single room occupancy development, located inPorterville, CA. Average physical occupancyremained strong and stable at 98% in 2008. Despite the strong average occupancyin 2008, the property continued to operate below breakeven due to low rentalrates. Through the first quarter of 2009, average physical occupancy remainedstrong at 97%. However, despite strong occupancy, the property continues tooperate below breakeven. To maintain a high occupancy level and to becompetitive in the market, the management feels it is necessary to keep rentalrates low. The management agent continues to market the available unitsto the housing authority, as well as performing various outreach efforts toattract qualified residents and to maintain high occupancy levels.  The operating general partner continues tofund the Operating Partnership as needed. The mortgage, insurance and payables are current. The low income housingtax credit compliance period for this Operating Partnership expired on December 31,2005.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inTwin Oaks Associates Limited Partnership to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $1,110,415 and cash proceeds to the investmentpartnership of $43,873.  Of the totalproceeds received $2,550 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $33,823 wasreturned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $33,823 as of June 30,2007.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inOld Stage Road Associates Limited to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,225,662 and cash proceeds to the investment partnership of$31,999.  Of the total proceeds received,$912 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the transfer. Of theremaining

 

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proceeds, $7,500 was paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$23,587 was returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $23,587 as of June 30,2007.

 

In June 2007, theinvestment general partner of Grand Princess Manor Limited Partnership approvedan agreement to sell the property.  Thetransaction was anticipated to close in December 2009; the buyer is unableto consummate the sale.

 

In June 2007, theinvestment general partner of Grand Princess Villas Limited Partnershipapproved an agreement to sell the property. The transaction was anticipated to close in December 2009; however,the buyer is unable to consummate the sale.

 

In January 2008, theinvestment general partner transferred its interest in Rainbow GardenApartments Limited to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,168,553 and cash proceeds tothe investment partnership of $42,068. Of the total proceeds received, $1,517represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $25,551 was returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expense reimbursement, has been recorded in the amount of $25,551 as of March 31,2008.

 

In December 2007,the investment general partner of Series 9 entered into an agreement totransfer 99% of its interest in Haines City Apartments Limited to anon-affiliated entity for its assumption of the outstanding mortgage balance ofapproximately $1,374,226 and cash proceeds to the investment partnership of$48,000.  Of the total proceeds received,$8,208 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the transfer. Of theremaining proceeds, $7,500 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $32,292 wasreturned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number

 

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of BACs held by eachinvestor at the time of distribution. Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expense reimbursement, has been recorded in the amount of $32,292 as of December 31,2007. The transfer of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008. The sale ofthe remaining 1% investment partnership interest in the Operating Partnershipclosed in December 2008 for the purchaser’s assumption of the outstandingmortgage balance of approximately $13,881 and cash proceeds of $10,000. Theremaining proceeds of $10,000 was returned to cash reserves and recorded as again as of December 31, 2008.

 

In December 2007,the investment general partner of Westside Associates Limited Partnershipapproved an agreement to sell the property. The transaction was anticipated toclose in February 2008; however, the buyer was unable to consummate thesale and the agreement expired in February 2008. The Operating Partnership’s15-year low income housing tax credit compliance period expired on December 31,2004.  The investment general partner isin the process of exploring various disposition opportunities consistent withthe investment objectives of the investment partnership.

 

In September 2007,the investment general partner of Blakely Properties LP approved an agreementto sell the property and the transaction closed on September 26,2008.  The sales price for the propertywas $1,495,446, which includes the outstanding mortgage balance ofapproximately $993,951 and cash proceeds to the investment limited partner of$294,000.  Of the total proceedsreceived, $18,000 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the sale, which include third party legalcosts.  The remaining proceeds from thesale of $268,500 was returned to cash reserves held by Series 9.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $268,500 as of September 30, 2008.

 

In October 2008, theinvestment general partner of Boston Capital Tax Credit Fund I - Series 6and Series 9, respectively, entered into an agreement to transfer itsinterest in Hacienda Villa Associates LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $5,943,874 andcash proceeds to the investment limited partnerships of $103,200 and $111,800to Series 6 and Series 9, respectively.  Of the total proceeds received, $47,520 and$51,480 to Series 6 and Series 9, respectively, represents reportingfees due to an affiliate of the investment partnerships and the balancerepresents proceeds from the transfer. Of the remaining proceeds, $12,000 and $13,000 from Series 6 and Series 9,respectively, was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $43,680 and $47,320 were returned to cash reserves heldby Series 6 and Series 9, respectively.  The monies held in cash reserves will beutilized to pay

 

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current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, again on the transfer of the Operating Partnership of the proceeds from thetransfer, net of the overhead and expense reimbursement, has been recorded inthe amount of $43,680 and $47,320 to Series 6 and Series 9,respectively, as of December 31, 2008.

 

In December 2008,the investment general partner of Putney First entered into an agreement totransfer its interest to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,381,477 and cash proceeds tothe investment limited partner of $41,444. Of the total proceeds received, $22,710 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the transfer.  Of the remainingproceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $11,234 was returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $11,234 as of December 31,2008.

 

In January 2009, theinvestment general partner of Series 9 entered into an agreement totransfer its interest in Newfane Seniors LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $832,737 andcash proceeds to the investment limited partner of $25,032.  Of the total proceeds received, $1,500represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$5,100 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $18,432 were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $18,432 as of March 31, 2009.

 

In January 2009, theinvestment general partner of BCTC Fund II LP — Series 9 entered into anagreement to transfer its interest in Southwestern LP to a non-affiliatedentity for its assumption of the outstanding mortgage balance of approximately$1,376,318 and cash proceeds to the investment limited

 

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partner of $41,373.  Of the total proceeds received, $3,000represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $5,165 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $33,208were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $33,208 as of March 31, 2009.

 

(Series 10).  As of March 31, 2009 and 2008, theaverage Qualified Occupancy for the series was 100%. The series had a total of18 properties at March 31, 2009, all of which were at 100% qualifiedoccupancy.

 

For the tax years ended December 31,2008 and 2007 the series, in total, generated $607,368 and $874,839,respectively, in passive income that was passed through to the investors, andalso provided $.00, respectively, in tax credits per BAC to the investors.

 

Asof March 31, 2009 and 2008, the Investments in Operating Partnerships for Series 10were $0 and $126,503, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2009, and 2008, the net income(loss) for series 10 was $(184,522) and $298,714,respectively.  The major components ofthese amounts are the Partnership’s share of income(losses) from OperatingPartnership, impairment losses, and the partnership management fee.

 

In the fourth quarter of2006, the investment general partner of Dallas Apartments II approved anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately $1,387,536 and cash proceeds to the investment partnership of$76,998, $14,876, and $62,122 for Series 10, Series 11, and Series 12,respectively.  Of the total proceedsreceived, $5,000, $966, and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the

 

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Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $68,248, $13,185, and$55,063, for Series 10, Series 11, and Series 12, respectively,as of June 30, 2007.  On August 21,2007, additional sale proceeds of $3,036 were received after the liquidation ofthe Operating Partnership was finalized. ****Theadditional proceeds of $1,518, $293 and $1,225 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP approved anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was $2,190,000, which includes theoutstanding mortgage balance of approximately $1,784,003 and cash proceeds tothe investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$1,032, and $2,718, for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. The remaining proceeds from the sale of $96,264, $26,492,and $69,772, for Series 10, Series 11, and Series 12,respectively, which were applied against the remaining balance in theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  As a result, no gain or loss on the transferof the Operating Partnership was recorded as of June 30, 2007.  On August 21, 2007, additional saleproceeds of $6,875 were received after the liquidation of the OperatingPartnership was finalized. ****The additionalproceeds of $3,438, $947 and $2,490 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

GreatFalls Properties Limited Partnership****(Melrose LaneApartments) is a 24-unit family development located in Great Falls, SC.  The property continues to compete againstother affordable housing developments in the area that offer rentalassistance.  The market area remains softdue to loss of industry.  As a result,management struggles to maintain occupancy levels at or above 90%.  In 2007 and 2008, occupancy averaged 89% and86%, respectively, with operations below breakeven status.  Through the first quarter of 2009, occupancyhas declined to 75%, and operations remain below breakeven.  Management has made several unsuccessfulattempts to gain a reduction in the real estate taxes or a tax abatement forthe property.  Additionally, managementhas worked with the State to obtain project-based Section 8 subsidies;however, to date, no awards have been made. An approved workout plan is ineffect to replenish the replacement reserve account, which continues to besubstantially under-funded.  Allinsurance, real estate tax and mortgage payments are current.  To date the operating general partner hasfunded the operating deficit by accruing management fees due to an affiliatedcompany combined with cash advances totaling $18,278.  On December 31, 2007, the 15-year lowincome housing tax credit compliance period expired with respect to Great FallsProperties Limited Partnership.  Theinvestment

 

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generalpartner is in the process of exploring various disposition opportunitiesconsistent with the investment objectives of the investment partnership.

 

In October 2008, theinvestment general partner of Great Falls Properties LP approved an agreementto sell the property and the transaction is anticipated to close in June 2009.  The anticipated sales price forthe property is $957,441, which includes the outstanding mortgage balance ofapproximately $857,441 and cash proceeds to the investment limited partners of$62,611.  Of the total proceedsanticipated to be received, $14,048 represents reporting fees due to anaffiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, it is anticipated that $15,000 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $33,563 areanticipated to be returned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In November 2005,the investment general partner of Briarwood of Middleburg Limited Partnershipapproved an agreement to sell the property and the transaction closed on November 2,2007.  The sales price of the propertywas $1,524,779, which includes the outstanding mortgage balance ofapproximately $1,439,571 and cash proceeds to the investment limited partner of$28,952.  Of the total proceeds received,$9,000 was paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds from the sale of $19,952 was returned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution. Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $19,952 as of December 31, 2007.

 

In July 2006, theinvestment general partner of Morgantown Properties Limited approved anagreement to sell the property and the transaction closed on May 30,2007.  The sales price of the propertywas $956,492, which includes the outstanding mortgage balance of approximately$750,000 and cash proceeds to the investment partnership of $135,000.  Of the total proceeds received, $11,250represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$116,250 was returned to cash reserves held by Series 10.  The monies held in cash reserves willbe utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on the number ofBACs held by each investor at the time of distribution.  In addition to the $135,000 of sales proceedsreceived by the investment partnership, BCAMLP has agreed to write down $25,500of accrued but unpaid asset management fees. The investment partnership was originally scheduled to receive $160,500from the sale of Morgantown.

 

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However, due to anappraisal which valued the property significantly below the mortgage balance,the investment partnership agreed to receive reduced proceeds totaling $135,000in order for the sale to occur.  Proceedsto the investment limited partnership of $135,000 and a write down of $25,500will have the same effect on the investment partnership as if the investmentpartnership received the original proceeds of $160,500. Annual losses generatedby the Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $116,250 as of June 30, 2007.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inCloverleaf Associates Limited Partnership to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $830,406 and cash proceeds to the investmentpartnership of $36,595.  Of the totalproceeds received, $10,628 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $18,467 wasreturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $18,467 as of June 30, 2007.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inCloverleaf Associates, Phase II Limited Partnership to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $844,558 and cash proceeds to the investmentpartnership of $33,177.  Of the totalproceeds received, $13,000 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $12,677 wasreturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,677 as of June 30, 2007.

 

In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Baytree Associates, Limited Partnership to an entity

 

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affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $928,758 and cash proceeds to the investment limitedpartner of $43,595.  Of the totalproceeds received, $8,009 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which include third party legal costs.  The remaining proceeds of $28,086 wasreturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $28,086 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Benchmark Associates, Limited Partnership to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $1,079,731 and cash proceeds to the investmentlimited partner of $57,614.  Of the totalproceeds received, $8,483 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which include third party legal costs.  The remaining proceeds of $41,631 wasreturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $41,631 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Longview Associates Limited Partnership to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $845,762 and cash proceeds to the investmentlimited partner of $31,127.  Of the totalproceeds received, $7,006 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which include third party legal costs.  The remaining proceeds of $16,621 wasreturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment

 

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partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $16,621 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

In January 2008, theinvestment general partner transferred its interest in Pine View ApartmentsRRH, Limited to a non-affiliated entity for its assumption of the outstandingmortgage balance of approximately $929,798 and cash proceeds to the investmentpartnership of $37,192. Of the total proceeds received, $8,160 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $14,032 was returned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $14,032 as of March 31, 2008.

 

In January 2008, theinvestment general partner transferred its interest in Charlton Court ofFolkston to a non-affiliated entity for its assumption of the outstandingmortgage balance of approximately $1,158,800 and cash proceeds to theinvestment partnership of $46,352. Of the total proceeds received, $1,495represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $29,857 was returned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $29,857 as of March 31,2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Ironton Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $596,371and cash proceeds to the investment partnership of $25,680. Of the total proceeds, $5,000 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.

 

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The remaining proceeds of$20,680 was returned to cash reservesheld by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $20,680 as of September 30,2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Stockton Estates, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $427,070and cash proceeds to the investment partnership of $12,840. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $7,840 was returned to cash reserves held by Series 10. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $7,840 as of September 30, 2008.

 

In July 2008, theinvestment general partner entered into an agreement to transfer its interestin Butler Properties to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$485,544 and cash proceeds to the investment limited partner of $18,400.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$13,400 was returned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $13,400 as of September 30,2008.

 

In July 2008, theinvestment general partner entered into an agreement to transfer its interestin Hart Properties Ltd. to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$883,613 and cash proceeds to the investment limited partner of $36,800.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$31,800 was returned to cash reserves held

 

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by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $31,800 as of September 30,2008.

 

Meadowbrook PropertiesII, LP is a 50-unit property located in Americus, GA.  The property operated below breakeven in 2008due to low occupancy, insufficient rental revenue, and a significant increasein bad debt and accounts payables. Occupancy averaged 87% through 2008. In 2009, occupancy has declined to 83% and the property continues tooperate below breakeven.  The 15-year lowincome Housing tax credit compliance period expired in 2004 with respect toMeadowbrook Properties II.  Theinvestment general partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.

 

In April 2009, theinvestment general partner of Wichita West Housing Associates Two LP approvedan agreement to sell the property and the transaction is anticipated to closein July 2009.  The anticipated salesprice for the property is $2,546,000, which includes the outstanding mortgagebalance of approximately $1,581,965 and cash proceeds to the investment limitedpartners of $772,030.  Of the totalproceeds anticipated to be received, it is anticipated that $15,000 will bepaid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $757,030 are anticipated to be returned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

(Series 11).  As of March 31,2009 and 2008, the average Qualified Occupancy for the series was 100%. Theseries had a total of 20 properties at March 31, 2009, all of which wereat 100% qualified occupancy.

 

For the tax years ended December 31, 2008 and 2007, the series, intotal, generated $748,621 and ($818,964), respectively, in passive tax income (losses)that were passed through to the investors, and also provided $.00,respectively, in tax credits per BAC to the investors.

 

As of March 31,2009 and 2008, Investments in Operating Partnerships for Series 11 was $0and $1,172,660, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2009, and 2008, the net income(loss) for series 11 was $(984,245) and $426,709,respectively.  The major components ofthese amounts are the Partnership’s share of income(losses) from OperatingPartnership, impairment losses, and the partnership management fee. 

 

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In April 2008, theinvestment general partner of Aspen Square Limited Partnership approved anagreement to sell the property and the transaction is anticipated to close in December 2009.The anticipated sales price for the property is $2,180,064, which includes theoutstanding mortgage balance of approximately $1,779,055 and cash proceeds tothe investment limited partners of $401,009. Of the total proceeds anticipated to be received, $12,890 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $373,119 are anticipated to be returned to cash reserves held by Series 11.  The monies held in cash reserves willbe utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution.

 

In April 2008, theinvestment general partner of Copper Creek approved an agreement to sell theproperty and the transaction closed on December 18, 2008. The sales pricefor the property was $1,327,613, which includes the outstanding mortgagebalance of approximately $1,133,710 and cash proceeds to the investment limitedpartners of $193,709.  Of the totalproceeds received, $9,880 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $16,000 was paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $167,829 was returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $167,829 as of December 31, 2008.

 

In April 2008, theinvestment general partner of Sierra Springs Limited Partnership approved anagreement to sell the property and the transaction closed on December 18,2008. The sales price for the property was $1,354,584, which includes theoutstanding mortgage balance of approximately $1,135,034 and cash proceeds tothe investment limited partners of $219,320. Of the total proceeds received, $9,120 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $16,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $194,200 was returned to cash reserves heldby Series 11.  The monies held incash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $194,200 as of December 31,2008.

 

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In July 2007, theinvestment general partner entered into an agreement to transfer the investmentpartnership’s interest in Academy Hill Limited Partnership to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $1,333,455 and cash proceeds tothe investment partnership of $25,000. Of the total proceeds received, $7,500 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $17,500 wasreturned to cash reserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $17,500 as of August 31, 2007.  In addition, equity outstanding for theOperating Partnership in the amount of $12,526 was recorded as gain on the saleof the Operating Partnership as of March 31, 2008.

 

Coronado Housing(Coronado Hotel Apartments) located in Tucson, Arizona is a 42-unit single roomoccupancy development with project-based Section 8 rental assistance onall units. In December 2005, the permanent mortgage was fully paid off. In2007 the property’s average occupancy was down to 82% and operations wereslightly below breakeven.  The decline inoccupancy is due to road construction that is going on across the street fromthe property. The city is building a highway overpass right next to theproperty.  Through the second quarter2008, occupancy continued to drop and as of June this property wasoperating with physical occupancy of 58%. In the third quarter of 2008, asconstruction of the overpass neared completion, average physical occupancyimproved to 78%. Through the fourth quarter of 2008, average physical occupancywas stable at 78%.  The construction ofthe overpass was originally expected to be completed by October 2008;however, it has been postponed to June 2009. Through the first quarter of2009, the property has been able to increase occupancy to 91%.  Construction is no longer as intrusive at theproperty and the front door, which was previously blocked with a barbwirefence, is now open to residents. Additionally, as the property is 15 years old, it requires significantcapital improvements.  The real estatetaxes and insurance are current.  Theoperating general partner guarantee is unlimited in time and amount. The lowincome housing tax credit compliance period expired on December 31, 2005.

 

In the fourth quarter of2006, the investment general partner of Dallas Apartments II entered into anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately $1,387,536 and cash proceeds to the investment partnership of$76,998, $14,876, and $62,122 for Series 10, Series 11, and Series 12,respectively.  Of the total proceedsreceived, $5,000, $966, and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaid

 

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expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of the OperatingPartnership has been recorded in the amount of $68,248, $13,185, and $55,063for Series 10, Series 11, and Series 12, respectively, as of June 30,2007.   On August 21, 2007,additional sale proceeds of $3,036 were received after the liquidation of theOperating Partnership was finalized. ****Theadditional proceeds of $1,518, $293 and $1,225 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

In January 2007, theinvestment general partner of Denmark Properties Limited Partnership IIapproved an agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $892,389, which includes the outstanding mortgage balance of approximately$794,109 and cash proceeds to the investment limited partner of $53,601.  Of the total proceeds received, $12,600represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$33,501 were returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $33,501 as of December 31, 2007. The sale of the OperatingPartnership had been recognized as of December 31, 2007, and the proceedswere received in the first quarter of 2008.

 

Franklin School Associates(Franklin School Apartments) experienced difficulties in previous years as aresult of poor management compounded, in part, by the structure of housingsubsidies. Portable vouchers are scarce and considered desirable; so people onthe voucher waiting list who opt for project-based vouchers (Franklin School’sprogram) may have a less desirable profile and may impose greater than averagewear on the property. Past management companies were not able to provide asecure environment and the property developed a reputation as undesirable.Another issue was seasonally variable occupancy because the tenants hadmultiple residential alternatives during the non-winter months. All of theseissues together made it difficult to maintain strong occupancy.  Moreover, the landlord is responsible for thepayment of tenant heat and hot water, which made the property vulnerable torising utility expense.  As a result, theproperty has experienced cash flow shortfalls. The cash flow deficits were ($36,311) and ($51,249) in 2004 and 2005,respectively.  The investment generalpartner funded the deficits. For the full year 2005, the investment generalpartner funded $76,495.

 

In mid-2005, the lenderrejected the Operating Partnership’s request to restructure the loan, and inthe first quarter of 2006, the Operating Partnership defaulted on its monthlypayments due to insufficient cash flow. In July 2006, the first mortgagelender issued a demand and acceleration letter and on August 14, 2006scheduled a Trustee Sale for December 29, 2006.

 

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In August 2006, theMontana Board of Housing conducted an inspection and found numerous physicaland file deficiencies and issued several 8823s. The management company resigned. The Operating Partnership engaged a new management company and undertookthe remediation of the conditions that elicited the 8823s, with the investmentgeneral partner providing $22,500 of additional funds to the property whenremediation costs exceeded the cash available from property operations. TheOperating Partnership retained ownership of the property through the Low IncomeHousing Tax Credit compliance period, which ended on December 31, 2006.After canceling the first Trustee Sale in December 2006, the lenderscheduled a new Trustee Sale for July 6, 2007, at which time the propertywas bid in by the lender for an amount slightly less than the outstanding debt.No proceeds were available for Series 11 as the result of the Trustee Sale.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partnership’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment limited partnershipinvestment in the Operating Partnership to zero.  In addition, equity outstanding for theOperating Partnership in the amount of $10,000 was recorded as a gain on thesale of the Operating Partnership as of March 31, 2008.

 

In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP entered into anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was $2,190,000, which includes theoutstanding mortgage balance of approximately $1,784,003 and cash proceeds tothe investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$1,032, and $2,718, for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. The remaining proceeds from the sale of $96,264, $26,492,and $69,772, for Series 10, Series 11, and Series 12,respectively, were applied against the remaining balance in the investmentlimited partner’s investment in the Operating Partnership in accordance withthe equity method of accounting, reducing the investment in the OperatingPartnership to zero.  Therefore, no gainor loss on the transfer of the Operating Partnership was recorded as of June 30,2007.  On August 21, 2007,additional sale proceeds of $6,875 were received after the liquidation of theOperating Partnership was finalized. ****Theadditional proceeds of $3,438, $947 and $2,490 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

South Fork Heights,Limited (South Fork Heights Apartments), located in South Fork, Colorado is a48-unit, Rural Development financed family development.  The property has suffered from low occupancyand high turnover due to its location in a small tourist town in themountains.  The town lost two of itslargest employers, a mining company and a saw-mill.  These losses have negatively impacted theoccupancy at the property.  Despite anaverage occupancy of 77% in 2007, the property operated above breakeven.  This was mainly due to funds from the reservesbeing withdrawn for expensed improvements and management’s ability to keepoperating expenses below state averages. Development of a golf course, single family homes and condos at a

 

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nearby ski resort hasbegun to benefit the property, as evidenced by an increase in average occupancyto 87% in 2008.  The first quarter of2009 continued to show signs of improvement with occupancy ending at 92% inMarch. The operating general partner continues to fund all operating deficits.The tax, insurance, and mortgage payments are all current.  The property delivered tax credits from 1991through 2001.  On December 31, 2005,the 15-year low income housing tax credit compliance period expired withrespect to South Fork Heights, Limited.

 

In November 2008,the investment general partner of South Fork Heights, Limited approved anagreement to sell the property and the transaction is anticipated to close in September 2009.  The anticipated sales price for the propertyis $1,600,000, which includes the outstanding mortgage balance of approximately$1,400,000 and cash proceeds to the investment limited partners of $144,951.  Of the total proceeds anticipated to bereceived, $16,000 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipatedthat $15,000 will be paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $113,951 are anticipated to be returned tocash reserves held by Series 11. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

Harbour View GroupLimited, (Sandy Pines Manor) is an apartment complex for families located inPunta Gorda, Florida.  The property washit by multiple hurricanes in the late fall of 2004 resulting in the total lossof habitability to all 44 residential units. The operating general partner hasreceived insurance proceeds for reconstruction. The tax credit compliance period ended for this property on December 31,2004. In December 2005, the Operating Partnership requested earlyprepayment of the mortgage from Rural Development. On June 15, 2006, RuralDevelopment notified the operating general partner the agency would acceptprepayment of the mortgage. The Operating Partnership consummated theprepayment of the Rural Development mortgage on June 30, 2006.Subsequently, the Operating Partnership distributed $305,330 to the investmentgeneral partnership, which represents the insurance proceeds exceeding thepayoff of the outstanding mortgage balance and includes the investment generalpartner portion of the non-refundable deposits under the Purchase and SaleAgreement described below. Of the total investment partnership proceedsreceived, $7,500 was paid to BCAMLP for expenses related to the sale whichinclude third party legal costs. The remaining proceeds received by theinvestment limited partner of $297,830 was returned to cash reserves held by Series 11.The monies held in cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution.

 

On March 30, 2006,the investment general partner entered into a Purchase and Sale Agreement witha non-affiliated entity to purchase the land owned by the property. Thepurchase price for the land is $1,435,041. In addition, the buyer willreimburse the Operating Partnership $161,037 for debris removal as a result ofthe hurricanes. In July 2007, cash proceeds to the investment limitedpartner of $750,000 were received and were returned to cash reserves held by Series 11.In January 2008, additional cash proceeds to the investment limitedpartner of $1,989 were received and were returned to cash reserves held by Series 11.The monies held in cash reserves will be utilized

 

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to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies will bedistributed based on the number of BACs held by each investor at the time ofdistribution. Annual losses generated by the Operating Partnership, which wereapplied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $751,989 as of August 31,2007.

 

In January 2007, theinvestment general partner of Manning Properties Limited Partnership approvedan agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $814,243, which equals the outstanding mortgage balance of approximately$814,243.  Although there were noproceeds available from the sale, Manning Properties Limited Partnershipreceived a seller’s fee totaling $52,944. The investment limited partner received $26,878 of the seller’sfee.  Of the total proceeds received,$2,700 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $16,678 were returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $16,678 as of December 31,2007. The sale of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

In January 2007, theinvestment general partner of Denmark Properties Limited Partnership I approvedan agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $926,654, which includes the outstanding mortgage balance of approximately$747,689 and cash proceeds to the investment limited partner of $152,207.  Of the total proceeds received, $3,600represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$141,107 were returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $141,107 as of December 31, 2007. The sale of the OperatingPartnership had been recognized as of December 31, 2007, and the proceedswere received in the first quarter of 2008.

 

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In January 2008, theinvestment general partner transferred its interest in Metter Limited to anon-affiliated entity for its assumption of the outstanding mortgage balance ofapproximately $1,412,226 and cash proceeds to the investment partnership of$45,191. Of the total proceeds received, $1,836 represents reporting fees dueto an affiliate of the investment partnership and the balance representsproceeds from the transfer. Of the remaining proceeds, $15,000 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $28,355was returned to cash reserves held by Series 11. The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $28,355 as of March 31, 2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin El Dorado Springs Estates LP to anentity affiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $561,702and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 11. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Nevada Manor, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $626,534and anticipated cash proceeds to the investment partnership of $25,680. The transaction closed in September 2008.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 were returned to cash reserves held by Series 11. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero.  Accordingly,a gain on the sale of the Operating Partnership of the proceeds from the sale,net of the overhead and expenses, has been recorded in the amount of $20,680 asof September 30, 2008.

 

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In January 2009, theinvestment general partner of Series 11 entered into an agreement totransfer its interest in Holland Senior LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $868,190 andcash proceeds to the investment limited partner of $26,098.  Of the total proceeds received, $750represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $5,104 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $20,244were returned to cash reserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $20,244 as of March 31, 2009.

 

In January 2009, theinvestment general partner of Hilltop Apartments LP approved an agreement tosell the property and the transaction is anticipated to close in December 2009.  The anticipated sales price for the propertyis $1,470,717, which includes the outstanding mortgage balance of approximately$1,370,717 and cash proceeds to the investment limited partners of $95,510.  Of the total proceeds anticipated to bereceived, $10,200 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipatedthat $7,500 will be paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $77,810 are anticipated to be returned tocash reserves held by Series 11. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

(Series 12).  As of March 31, 2009 and 2008, theaverage Qualified Occupancy for the series was 100%.  The series had a total of 26 properties at March 31,2009, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31,2008 and 2007, the series, in total, generated $689,105 and ($107,019),respectively, in passive tax income (losses) that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2009and 2008, the Investments in Operating Partnerships for Series 12 was $0.Investments in Operating Partnerships was affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2009, and 2008, the net income(loss) for series 12 was $432,175 and $(155,935),respectively.  The major components ofthese amounts are the Fund’s share of income(losses) from OperatingPartnership, impairment losses, and the fund management fee.

 

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Turner Lane, LP (660Turner Apartments) is a 24-unit property located in Ashburn, GA.  In 2008, the property operated belowbreakeven for the year.  The reasons forthis deficit are due to low occupancy and insufficient rental revenue.  Occupancy averaged 84% in 2008.  In 2009, operations have shown a slightimprovement, with the property operating above breakeven through the firstquarter.  All real estate taxes,insurance and mortgage payments are current. On December 31, 2005, the 15-year low income housing tax creditcompliance period expired with respect to Turner Lane Limited Partnership.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

In April 2008, theinvestment general partner of Cananche Creek, Limited Partnership approved anagreement to sell the property and the transaction closed on December 18,2008. The sales price for the property was $1,709,466, which includes theoutstanding mortgage balance of approximately $1,195,300 and cash proceeds tothe investment limited partners of $513,642. Of the total proceeds received, $7,840 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $16,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $489,802 was returned to cash reserves heldby Series 12.  The monies held incash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $489,802 as of December 31, 2008.

 

April 2008, theinvestment general partner of Shawnee Ridge, L.P. approved an agreement to sellthe property and the transaction closed on December 18, 2008. The salesprice for the property was $797,654, which includes the outstanding mortgagebalance of approximately $644,036 and cash proceeds to the investment limitedpartners of $153,454.  Of the totalproceeds received, $6,280 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $16,000 was paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $131,174 was returned to cash reserves held by Series 12.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $131,174 as of December 31, 2008.

 

In the fourth quarter of2006, the investment general partner of Dallas Apartments II entered into anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately

 

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$1,387,536 and cashproceeds to the investment partnership of $76,998, $14,876, and $62,122 for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $5,000, $966,and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution. Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $68,248, $13,185, and$55,063 for Series 10, Series 11, and Series 12, respectively,as of June 30, 2007. On August 21, 2007, additional sale proceeds of$3,036 were received after the liquidation of the Operating Partnership wasfinalized. ****The additional proceeds of $1,518,$293 and $1,225 for Series 10, 11, and 12, respectively, were recorded asa gain on the transfer of the Operating Partnership and were returned to thecash reserves as of September 30, 2007******.**

 

In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP entered into anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was $2,190,000, which includes theoutstanding mortgage balance of approximately $1,784,003 and cash proceeds tothe investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$1,032, and $2,718, for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, was returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, were applied against theremaining balance in the investment limited partner’s investment in theOperating Partnership in accordance with the equity method of accounting,reducing the investment in the Operating Partnership to zero.  Therefore, no gain or loss on the transfer ofthe Operating Partnership was recorded as of June 30, 2007.  On August 21, 2007, additional saleproceeds of $6,875 were received after the liquidation of the OperatingPartnership was finalized. ****The additionalproceeds of $3,438, $947 and $2,490 for Series 10, 11, and 12,respectively, was recorded as a gain on the transfer of the OperatingPartnership and was returned to the cash reserves as of September 30, 2007****.

 

Lakeridge Apartments ofEufala, Ltd. (Lakeridge Apts.) is a 30-unit development located in Eufala, AL.The property is located in a rural area

 

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with a stagnant economy.Occupancy dropped significantly in 2006, and management began to focus theirattention on marketing and leasing. Their aggressive efforts, coupled with the reissuing of Section 8vouchers in March 2007, resulted in an increase in average occupancy to85% for 2007, with above breakeven operations. Operations remained stable in 2008, with occupancy averaging 90% for theyear with operations remaining above breakeven status.  Although occupancy for the first quarter 2009declined slightly to average 87%, operations remain above breakeven.  The operating general partner’s guaranteeexpired in 2001; however, they have continued to fund deficits as needed.  All insurance, real estate tax and mortgagepayments are current.  On December 31,2005, the 15-year low income housing tax credit compliance period expired withrespect to Lakeridge Apartments of Eufala, Ltd. The investment general partneris in the process of exploring various disposition opportunities consistentwith the investment objectives of the investment partnership.

 

Fort Smith HousingAssociates (Yorkshire Townhomes) is a 50-unit property located in Fort Smith,AR.  In 2007, occupancy improved to 92%for the year and operating expenses were significantly reduced.  Despite this improvement, the propertycontinued to operate below breakeven, as occupancy was unable to supportoperating expenses.  Due to issues withmanagement during 2008, the average occupancy fell to 85% for the year and theproperty again operated below breakeven. In 2007, the operating general partner replaced the management companyfor the second time in a year due to concerns with resident file errors andpoor cost control.  After management wasreleased, the property was without a full time site manager until September 2008.  The new site manager had no tax creditexperience and required training from the regional manager.  Due to an illness the regional manager wasnot available to assist at the property until September 2008.  At that time it was determined that the sitemanager was not effectively managing the property and she was released from herposition.  Through the last three monthsof 2008, management duties had been performed by a manager from a nearbyproperty.  In January 2009, a fulltime site manager was hired.  By thattime, the property had seen an increase in crime at the property.  Management moved a police officer into themanager’s unit.  In addition, a number ofevictions were filed in efforts to improve the tenant base.  By the end of the first quarter, occupancyhad declined below 70%.  However;according to management, traffic was up and they were confident that occupancywould increase to above 90% by the end of summer as the leasing season wasbeginning.  Incidents at the propertyhave been minimal since the police officer moved in and problematic tenantswere evicted.  The permanent mortgagematured in February 2009 and the operating general partner extended theterm by six months and cashed out $20,000 for repairs without attainingapproval from the investment limited partner. The funds were used to turn all vacant units and address necessarydeferred maintenance.  The extensionmatures in September 2009.  On December 31,2008, the 15-year low income housing tax credit compliance period expired withrespect to Fort Smith Housing Associates. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.  The mortgage,real estate tax and insurance payments are all current.

 

Prairie West Apts LP(Prairie West Apts.) is a 24-unit property located in West Fargo, NorthDakota.  During 2007, the propertyoperated with an average occupancy of 89%, and operated below breakeven for theyear.  In 2008, average occupancy was 90%and the property continued to operate below breakeven due to high operatingexpenses.  The high operating expenseswere mainly maintenance expenses due to increased turnover costs as well asrequired building maintenance for the aging property.  According to the regional manager, asignificant part of the tenant base is comprised of new Americans.  As a result, the property is affected byunique cultural

 

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concerns.  As many of these tenants move as a group, itis not uncommon to have a dramatic number of move-outs as an entire extendedfamily may move-out all at once.  Inaddition, many of the tenants are unfamiliar with apartment living.  As such, maintenance and utility costs areinordinately high compared to other area properties.  Management and Lutheran Social Services, orLSS, have made concerted efforts to educate the tenants in order to reducecosts.  In addition, there have been anumber of incidents at the property as a result of tenant conflicts.  This has resulted in a poor reputation in thecommunity.  Management is addressing thisby creating more of a management presence at the property by installing aleasing office in the area.  In addition,management is now screening the LSS referred tenants to ensure they do notbecome problematic down the road.  In thepast, they had accepted LSS’s screening information.  Physical improvements are also being made tothe site in order to improve marketability at the property.  In 2008, management began a process ofre-tenanting the property in efforts to reduce bad debt expenses, evictions andskips.  As a result, many priorproblematic tenants have been evicted or not had their leases renewed andreplaced with more stable tenants. Through the first quarter of 2009, occupancy remains at 90% andoperations are below breakeven. Management believes occupancy should improve toward the end of thesecond quarter once leasing season picks back up.  The operating general partner continues tofund all operating deficits as operations are supported by an unlimitedguarantee.  The low income housing taxcredit compliance period expired in 2005. The operating general partner has indicated an intention to refinancethe current debt and finance enough capital to make considerable improvementsto the property in an effort to market the property for sale.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.  The investment general partner will continueto monitor operations and leasing strategies. The mortgage, trade payables, property taxes, and insurance are current.

 

Hamilton Village LimitedPartnership is a 20-unit family development located in Preston, GA.  In 2008, occupancy averaged 99% andoperations were above breakeven for the year. Through the first quarter of 2009, occupancy has averaged 100% andoperations remain above breakeven status. On December 31, 2007, the 15-year low income housing tax creditcompliance period expired with respect to Hamilton Village LimitedPartnership.  All mortgage, real estatetax and insurance payments are current. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.

 

BriarwickApartments Limited, A KY Limited Partnership (Briarwick Apartments) is a40-unit family property located in Nicholasville, KY.  In 2008, the Operating Partnership operated ata deficit due to maintaining an average occupancy of 59%.  Operating expenses increased from the prioryear due to administrative costs and maintenance expenses related to the age ofthe property as well as the condition of units upon turnover.  Management continues to update units asvacancies occur and funds are available. Low occupancy has plagued this Operating Partnership for severalyears.  This is the result of theproperty’s advanced age, which has made it non-competitive in the local rentalmarket.  According to the operatinggeneral partner, management continues to advertise in local newspapers andpromoting concessions in order to attract residents.  However, management continues to loseresidents to newer developments offering more space and superior amenitypackages.  Rents at the property arecomparable to other properties in the area. Occupancy through the first quarter of 2009 has increased to 71%, butthe property continues to operate below breakeven status.  The mortgage, real estate tax and insurancepayments are current.  The operatinggeneral partner’s obligation to fund deficits is limited to $50,840 per year.On December 31, 2006, the 15-year low income housing tax credit complianceperiod expired.  The investment generalpartner is in the process of exploring various disposition opportunitiesconsistent with the investment objectives of the investment partnership.

 

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Los Caballos II LimitedPartnership (Los Caballos II Apartments) was a 24-unit, family complex locatedin Hatch, New Mexico.  On August 14,2006, flash floods caused significant damage to the property.  The county building inspector determined theproperty was a complete loss.  On January 10,2007, the operating general partner had a meeting with the Village of Hatch,representatives from Federal Emergency Management Agency, and Rural Development(RD).  It was determined that the propertywould be demolished and would not be rebuilt by the existing partnership.  Demolition was completed in June 2007.The existing mortgage, on which Rural Development had already agreed to suspendall payments until the property was reconstructed, will be assumed by a newpartnership. The existing liability will subsequently be removed from LosCaballos Limited Partnership.  For taxpurposes, this event will not be classified as an early extinguishment of debt.

 

The parcel held by theLos Caballos II partnership will not be the location of the newly constructedproject.  The new project will be on an adjacent property outside of theflood zone.  The plan is to have a new partnership absorb the mortgagedebt from Los Caballos II.  Theinvestment general partner has requested that RD approve a ‘Transfer of Assets’that will move all debt and cash assets of Los Caballos II to a separateentity, but Los Caballos II will retain the land.  If RD accepts thistransfer, it will effectively reduce the Operating Partnership’s total debtfrom approximately $60,000 to $0, and will leave the land in the name of theLos Caballos II partnership.

 

As the debt still existsbut is simply guaranteed by a new entity, it will not count as ‘forgiveness ofdebt’ by RD.  An appraisal of the land was completed on May 25,2008.  The land value is estimated at 75,000.  Depending on themarket, liquidation of the land will either be attempted in conjunction withthe transfer of assets or after the transfer of assets.  As of April 2009the operating general partner is continuing to search for a method oftransferring the existing debt.  RDcontinues to believe that the transfer can occur by the end of 2009.

 

In November 2006,the investment general partner transferred 50% of its interest in WoodsideApartments to an entity affiliated with the operating general partner for itsassumption of half of the outstanding mortgage balance of approximately$561,912 and cash proceeds to the investment limited partner of $11,078. Of theproceeds received, $5,539 represented reporting fees due to an affiliate of theinvestment partnership and the balance represented proceeds from thetransfer.  The remaining proceeds of$5,539 were returned to cash reserves held by Series 12. The monies heldin cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution.** **Annual losses generated by theOperating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, again on the partial transfer of the Operating Partnership of the proceeds fromthe sale, net of the overhead and expense reimbursement, has been recorded inthe amount of $5,539 as of December 31, 2006. The transfer of theOperating Partnership had been recognized as of December 31, 2006, and theproceeds were received in the first quarter of 2007.

 

In December 2007,the investment general partner transferred the remaining 50% investment limitedpartner interest in the Woodside Apartments to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $559,126 and cash

 

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proceeds to theinvestment limited partner of $11,078. Of the proceeds received, $5,261represented reporting fees due to an affiliate of the investment partnershipand the balance represented proceeds from the transfer.  Of the total proceeds received, $7,500 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, aloss on the partial transfer of the Operating Partnership of the proceeds fromthe sale, net of the overhead and expense reimbursement, has been recorded inthe amount of $1,683 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Marlboro Place, Phase II Limited Partnership to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $802,994 and cash proceeds to theinvestment limited partner of $15,414. Of the total proceeds received, $7,581 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the transfer.  Of the remainingproceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $333 was returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, a gainon the transfer of the Operating Partnership has been recorded in the amount of$333 as of December 31, 2007. The transfer of the Operating Partnershiphad been recognized as of December 31, 2007, and the proceeds werereceived in the first quarter of 2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Portales Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $1,395,236and cash proceeds to the investment partnership of $47,080.  Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $42,080 was returned to cash reserves held by Series 12. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $42,080 as of September 30, 2008.

 

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In July 2008, theinvestment general partner entered into an agreement to transfer its interestin Burkesville Properties to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$712,364 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$22,600 was returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $22,600 as of September 30,2008.

 

In July 2008, theinvestment general partner entered into an agreement to transfer its interestin Clarkson Properties, Ltd. to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$714,796 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$22,600 was returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $22,600 as of September 30,2008.

 

In July 2008, theinvestment general partner entered into an agreement to transfer its interestin Evanwood Properties, Ltd. to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$727,412 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$22,600 was returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced the investmentin the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $22,600 as of September 30, 2008.

 

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In January 2009, theinvestment general partner of RPI LP #22 approved an agreement to sell theproperty and the transaction is anticipated to close in December 2009.  The anticipated sales price for the propertyis $1,250,000, which includes the outstanding mortgage balance of approximately$559,772 and cash proceeds to the investment limited partners of $335,364.  Of the total proceeds anticipated to bereceived, $1,500 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipatedthat $15,000 will be paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $318,864 are anticipated to be returned tocash reserves held by Series 12. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In February 2009,the investment general partner entered into an agreement to transfer itsinterest in Waynesboro Associates Limited, LP to a non-affiliated entity forits assumption of the outstanding mortgage balance of approximately $1,322,785and cash proceeds to the investment limited partner of $39,684.  Of the total proceeds received, $25,000represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,550 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $7,134were returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $7,134 as of March 31, 2009.

 

(Series 14).  As of March 31, 2009 and 2008, theaverage Qualified Occupancy for the series was 100%, respectively.  The series had a total of 63 properties at March 31,2009, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31,2008 and 2007, the series, in total, generated ($71,839) and $561,520,respectively, in passive tax income (losses) that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2009and 2008, the Investments in Operating Partnerships for Series 14 was $0and $710,904, respectively.  Investmentsin Operating Partnerships were affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

For the years ended March 31,2009 and 2008, the net income for series 14 was $114,824 and $650,718,respectively.  The major components ofthese amounts are the Fund’s share of income from Operating Partnership,impairment losses, and the fund management fee.

 

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Cottonwood Apartments II,A Limited Partnership (Cottonwood Apartments II) is a 24-unit developmentlocated in Cottonport, Louisiana.  During2007, occupancy averaged 78% as a result of evictions and move-outs attributedto the implementation of a substantial rent increase.  The evictions were the result of non-paymentof rent, lease violations, or suspected criminal activity.  However, the increased rents addedapproximately $20,000 in revenue allowing the Operating Partnership to operateabove breakeven in 2007.  During thefirst half of 2008, occupancy remained stagnant averaging 76%.  In the third and fourth quarters of 2008,occupancy fell to 50% and 29%, respectively. The decline in the second half of the year is primarily attributed tomove-outs due to damages sustained during Hurricane Gustav.

 

During the first week of September 2008,Hurricane Gustav hit land southwest of New Orleans as a Category Two stormcausing damages to the complex.  Reportsindicated there was roof damage on all four buildings as well as interiordamage to approximately fifteen units. In addition, the office and laundry room experienced some flooding.  An insurance claim had been submitted andproceeds of $414,250 have been received. As of this report, all roofing had been completed and sheetrock in allof the damaged units had been replaced. The operating general partner estimatesthe repairs will be completed by the first week of July 2009.

 

The property operatedbelow breakeven in 2008 due to the damaged units. All real estate tax,mortgage, and insurance payments are current. On December 31, 2005, the 15-year low income housing tax creditcompliance period expired with respect to Cottonwood Apartments II, A LimitedPartnership. The investment limited partner is in the process of exploringvarious disposition opportunities consistent with the investment objectives ofthe investment partnership.

 

In November 2005,the investment general partner of Briarwood II, Limited Partnership approved anagreement to sell the property and the transaction closed on November 2,2007.  The sales price of the propertywas $1,529,726 which includes the outstanding mortgage balance of approximately$1,447,134 and cash proceeds to the investment limited partner of $41,324.  Of the total proceeds received, $9,000 waspaid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $32,324 was returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $32,324 as of December 31,2007.

 

In December 2006,the investment general partner of Series 14, Boston Capital Tax CreditFund III — Series 17 and Boston Capital Tax Credit Fund IV — Series 20transferred 33% of their interest in College Greene Rental Associates LimitedPartnership to entities affiliated with the operating general partners fortheir assumption of one third of the outstanding mortgage balance.  The cash proceeds received by Series 14,Series 17, and Series 20 were $25,740, $7,919, and $65,341,respectively. Of the proceeds received, $1,950, $599, and $4,951 for Series 14,Series 17, and Series 20, respectively, was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs.  The remaining proceeds received by Series 14,Series 17, and Series 20 of $23,790, $7,320 and $60,390,respectively, were applied against the investment general partner’s investmentin the

 

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Operating Partnership inaccordance with the equity method of accounting.  The remaining 67% investment limited partnerinterest is anticipated to be transferred as follows: 50% in January 2010for $150,000 and 17% in February 2011 for $51,000.  The future proceeds will be allocated to theinvestment limited partnerships based on their original equity investments inthe Operating Partnership.

 

In January 2007, theinvestment general partner of Summer Lane LP approved an agreement to sell theproperty and the transaction closed on October 23, 2007.  The sales price of the property was $954,982,which includes the outstanding mortgage balance of approximately $847,032 andcash proceeds to the investment limited partner of $47,212.  Of the total proceeds received, $14,966represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$24,746 was returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of the OperatingPartnership has been recorded in the amount of $24,746 as of December 31,2007. The sale of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

In October 2006, theinvestment general partner transferred 49% of its interest in Woodfield CommonsLimited Partnership to an affiliate of the operating general partner for itsassumption of 49% of the outstanding mortgage balance and proceeds to theinvestment limited partnership of $25,000. Of the proceeds received, $10,625represents reporting fees due to an affiliate of the investment limitedpartnership and $3,750 was paid to BCAMLP for expenses related to the sale,which includes third party legal costs. The remaining proceeds of $10,625 was returned to cash reserves held by Series 14.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero. Accordingly, a gain on the partial transfer of the OperatingPartnership of the proceeds has been recorded in the amount of $10,625 as of December 31,2006.

 

In November 2007,the investment general partner transferred the remaining 51% of its interest inWoodfield Commons Limited Partnership for the assumption of 51% of theoutstanding mortgage balance and proceeds of $25,000. Of the proceeds received,$10,625 represents reporting fees due to an affiliate of the investment limitedpartnership and $3,750 was paid to BCAMLP for expenses related to the sale,which includes third party legal costs. The remaining proceeds of $10,625 were returned to cash reserves held bySeries 14.  The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the

 

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Operating Partnership tozero.  Accordingly, a gain on the partialtransfer of the Operating Partnership of the proceeds has been recorded in theamount of $10,625 as of December 31, 2007.

 

Wynnewood VillageApartments, Ltd. (Wynnewood Village Apartments) is a 16-unit family propertylocated in Wynnewood, OK.  Wynnewood is asmall town where population and employment opportunities have been consistentlydeclining in recent years.  To increasethe applicant pool, the operating general partner requested that Rural Developmentprovide additional project-based rental assistance.  This request was denied.  The management company has expanded marketingactivities to include advertisements in surrounding towns and outreach to localagencies for referrals.  As a result of theseefforts, occupancy increased from 83% in 2006 to 91% in 2007 and the propertyoperated above breakeven.  In 2008,however, occupancy again dropped to an average of 82% and the property operatedbelow breakeven. Although occupancy averaged 81% for the first quarter of 2009due to evictions, it rose to 88% in March. This was the result of increasedmarketing efforts including local businesses and the senior citizen center. Inaddition, a rent increase was granted from Rural Development effective January 1,2009. The operating general partner continues to fund deficits as needed.  All taxes, mortgage and insurance paymentsare current. On December 31, 2007, the 15-year low income housing taxcredit compliance period expired with respect to Wynnewood Village Apartments,Limited.  The investment general partneris in the process of exploring various disposition opportunities consistentwith the investment objectives of the investment partnership.

 

In April 2008, theinvestment general partner entered into an agreement to transfer its interestin Okemah Village Apartments, Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $647,815 and cash proceeds to the investmentpartnership of $40,600.  Of the totalproceeds received, $15,600 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $17,500 wasreturned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $17,500 as of June 30, 2008. In addition, equity outstandingfor the Operating Partnership in the amount of $31,656 was recorded as gain onthe sale of the Operating Partnership as of March 31, 2009.

 

Village Terrace LimitedPartnership (Village Green Apartments) is a 42-unit family property located inJacksonville, NC.  In 2007, the averageoccupancy was 91% but operations were below breakeven.  In 2008, occupancy remained steady averaging92% for the year.  Due to a $20 per unitrent increase as of January 1, 2008, coupled with reduced operatingexpenses, the property operated above breakeven for the year. Occupancy in thefirst quarter of 2009 averaged 93% and operations remain stable. The operatinggeneral partner’s operating deficit guarantee is unlimited in time andamount.  The tax, insurance and mortgagepayments are current. On December 31, 2006, the 15-year low income housingtax credit compliance period expired with respect to Village Terrace LimitedPartnership.  The investment generalpartner is in

 

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the process of exploringvarious disposition opportunities consistent with the investment objectives ofthe investment partnership.

 

McComb Family LP (PineRidge Apartments) is a 32-unit development located in McComb, Mississippi.  This property is located in a remotelocation.  Operations rebounded slightlyin 2007 from 2006 performance; however, the property continued to operate belowbreakeven due to low rent levels and occupancy below 90%.  In 2008, occupancy improved to average 92%for the year and operations improved to above breakeven status.  In 2009, occupancy continues to improve,averaging 97% for the quarter with operations remaining above breakeven.  The property’s cash situation has improved asa result of increased occupancy and Rental Assistance which was awarded, andmade effective in September 2008. In addition, the lender has granted theproperty a workout plan; specifically, a temporary deferment of the monthlydebt service so that necessary improvements can be made. The operating generalpartner continues to fund deficits as needed in accordance with the operatingdeficit guarantee, which is unlimited in time and amount. All real estate tax,insurance and mortgage payments are current. On December 31, 2006, the15-year low income housing tax credit compliance period expired.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

Jarratt LimitedPartnership (Jarratt Village Apartments) is a 24-unit complex located inJarratt, Virginia.  Occupancy began todecline in the third quarter of 2006 and management responded by replacing sitestaff.  Occupancy improved throughout2007 and averaged 90%, but operations remained below breakeven.  In 2008, occupancy increased to average 96%with operations above breakeven. Operations remain stable through the first quarter of 2009.  The operating general partner continues tofund deficits as needed, despite an expired guarantee. The mortgage, taxes, andinsurance are current.  On December 31,2006, the 15-year low income housing tax credit compliance period expired withrespect to Jarratt Limited Partnership. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Portville Square Apartments LP to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $425,921 and cash proceeds to the investment limitedpartner of $0.  The remaining 50%investment limited partner interest in the Operating Partnership was transferredin December 2008 for the assumption of the remaining mortgage balanceoutstanding and proceeds of $0.  Inaddition, the investment general partner on behalf of the investment limitedpartnership entered into an agreement with the Operating Partnership forreceipt of a residual payment.  Under theterms of the residual agreement, if the property owned by the OperatingPartnership is refinanced or sold, on or before December 18, 2013, therewould be a residual payment of the capital transaction proceeds distributableto the investment limited partnership in accordance with the OperatingPartnership Agreement in effect at the date the investment limited partnershiptransferred its interest.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded.

 

In December 2007,the investment general partner of Carleton Court approved an agreement to sellthe property. The transaction was anticipated to close in February 2008;however, the buyer was unable to consummate the sale and the agreement expiredin February 2008. The Operating Partnership’s 15-year

 

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low income housing taxcredit compliance period expired on December 31, 2005.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Belmont Village Court to an entity affiliated with the operatinggeneral partner for its assumption of half the outstanding mortgage balance ofapproximately $450,438 and cash proceeds to the investment limited partner of$0.  The remaining 50% investment limitedpartner interest in the Operating Partnership was transferred in December 2008for the assumption of the remaining mortgage balance outstanding and proceedsof $0.  In addition, the investmentgeneral partner on behalf of the investment limited partnership entered into anagreement with the Operating Partnership for receipt of a residualpayment.  Under the terms of the residualagreement, if the property owned by the Operating Partnership is refinanced orsold, on or before December 18, 2013, there would be a residual payment ofthe capital transaction proceeds distributable to the investment limitedpartnership in accordance with the Operating Partnership Agreement in effect atthe date the investment limited partnership transferred its interest. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Harrison City Associates, a Limited Partnership to an entityaffiliated with the operating general partner for its assumption of half theoutstanding mortgage balance of approximately $716,719 and cash proceeds to theinvestment limited partner of $0.  Theremaining 50% investment limited partner interest in the Operating Partnershipwas transferred in December 2008 for the assumption of the remainingmortgage balance outstanding and proceeds of $0.  In addition, the investment general partneron behalf of the investment limited partnership entered into an agreement withthe Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement ifthe property owned by the Operating Partnership is refinanced or sold, on orbefore December 18, 2013, there would be a residual payment of the capitaltransaction proceeds distributable to the investment limited partnership inaccordance with the Operating Partnership Agreement in effect at the date the investmentlimited partnership transferred its interest. Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Tionesta Manor, a Limited Partnership to an entity affiliated withthe operating general partner for its assumption of half the outstandingmortgage balance of approximately $690,817 and cash proceeds to the investmentlimited partner of $0.  The remaining 50%investment limited partner interest in the Operating Partnership wastransferred in December 2008 for the assumption of the remaining mortgagebalance outstanding and proceeds of $0. In addition, the investment general partner on behalf of the investmentlimited partnership entered into an agreement with the Operating Partnershipfor receipt of a residual payment.  Underthe terms of the residual agreement, if the property owned by the OperatingPartnership is refinanced or sold, on or before December 18, 2013, therewould be a residual payment of the capital transaction proceeds distributableto the investment limited partnership in accordance with the

 

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Operating PartnershipAgreement in effect at the date the investment limited partnership transferredits interest.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, nogain on the transfer of the Operating Partnership has been recorded.

 

In January 2008, theinvestment general partner of Navapai Associates approved an agreement to sellthe property and the transaction closed on November 24, 2008. The salesprice for the property was $982,030, which includes the outstanding mortgagebalance of approximately $852,030 and cash proceeds to the investment partnershipof $101,427.  Of the total proceedsreceived, $9,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $92,427 was returned to cash reserves heldby Series 14.  The monies held incash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $92,427 as of December 31,2008.

 

In January 2008, theinvestment general partner of Chaparral Associates approved an agreement tosell the property and the transaction closed on November 24, 2008.  The sales price for the property was$772,020, which includes the outstanding mortgage balance of approximately$672,020 and cash proceeds to the investment partnership of $113,807.  Of the total proceeds received,  $9,000 was paid to BCAMLP for expenses relatedto the sale, which includes third party legal costs.  The remaining proceeds from the sale of$104,807 was returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $104,807 as of December 31,2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Excelsior Springs Properties LP to anentity affiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $603,539and cash proceeds to the investment partnership of $25,680.  Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment

 

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partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

In August 2008, theinvestment general partner entered into an agreement to transfer its interestin Smithville Properties, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $1,205,936and cash proceeds to the investment partnership of $51,360.  Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $46,360 was returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $46,360 as of September 30, 2008.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin San Jacinto Investors II to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$2,300,281 and anticipated cash proceedsto the investment partnership of $250,000.  The transaction is anticipated to close in December 2009.  Ofthe total proceeds anticipated to be received, it is anticipated that $15,000will be paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $235,000 are anticipated tobe returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

In July 2008, theinvestment general partner of Capital Housing Associates approved an agreementto sell the property and the transaction closed on October 31, 2008. Thesales price for the property was $1,887,961, which includes the outstandingmortgage balance of approximately $1,121,367 and cash proceeds to theinvestment limited partners of $450,000. Of the total proceeds received, $15,000 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$435,000 was returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating

 

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Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $435,000 as of December 31, 2008.  On March 26, 2009, additional saleproceeds of $34,470 were received.  Theadditional sale proceeds were returned to the cash reserves reserves held by Series 14and an additional gain on the sale of the Operating Partnership has beenrecorded for amount received.

 

In October 2008, theinvestment general partner of Breckenridge Apartments approved an agreement tosell the property and the transaction is anticipated to close in June 2009.  The anticipated sales price for the propertyis $905,703, which includes the outstanding mortgage balance of approximately$835,703 and cash proceeds to the investment limited partners of $51,900.  Of the total proceeds anticipated to bereceived, it is anticipated that $15,000 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$36,900 are anticipated to be returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In October 2008, theinvestment general partner of Sioux Falls Housing Associates Two LP approved anagreement to sell the property and the transaction closed on January 29,2009.  The sales price for the propertywas $1,718,820, which includes the outstanding mortgage balance ofapproximately $776,311 and cash proceeds to the investment limited partners of$641,318.  Of the total proceeds received,$15,000 was paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds from the sale of $626,318 was returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partnership investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment limited partnership investment in the Operating Partnership to$14,596. Accordingly, a gain on the sale of the Operating Partnership, net ofthe overhead and expense reimbursement, has been recorded in the amount of$611,722 as of March 31, 2009.

 

In January 2009, theinvestment general partner of Boston Capital Tax Credit Fund I - Series 3and Series 14, respectively, entered into an agreement to transfer itsinterests in Lakewood Terrace Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $2,974,769 and cash proceeds to the investment limitedpartnerships of $100. Of the total proceeds received, $44 from Series 3and $56 from Series 14, respectively, was returned to cash reserves heldby Series 3 and Series 14, respectively. The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment limited partnership’s investment inthe Operating Partnership in accordance with the equity method of accounting,had previously reduced the

 

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investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, a $44and $56 gain on the transfer of the Operating Partnership for Series 3 andSeries 14, respectively, has been recorded as of February 28, 2009.

 

Rainier Manor Apartmentsis a 104-unit family development located in Mount Rainier, MD.  The property was constructed in 1993.  The low income housing tax credit complianceperiod expired in 2007.  At the time ofconstruction, the general contractor installed the water proofing system forthe buildings improperly.  As such, waterhas been able to penetrate the exterior, which has resulted in deterioration inthe structural components.  The operatinggeneral partner recently became aware of severe structural deficiencies at theproperty as the result of this deterioration. An engineering report was conducted and estimated costs of repair are$1.3MM.  The operating general partnerhas indicated an intention to refinance the debt and take out enough capital tomake the necessary repairs as well as purchase the investment limited partnerinterest as the property is out of its compliance period.  As there is a lockout period on the debt, theoperating general partner is in negotiations with the Master Servicer to allowfor early prepayment.  It should be notedthat, so far, two units are down, however, there have been no reports of moldgrowth.

 

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Off Balance SheetArrangements

 

None.

 

Critical AccountingPolicies and Estimates

 

The financial statementsare prepared in accordance with accounting principles generally accepted in theUnited States of America, which requires the Partnership to make certainestimates and assumptions.  A summary ofsignificant accounting policies is provided in Note A to the financial statements.  The following section is a summary of certainaspects of those accounting policies that may require subjective or complexjudgments and are most important to the portrayal of Partnership’s financialcondition and results of operations.  ThePartnership believes that there is a low probability that the use of differentestimates or assumptions in making these judgments would result in materiallydifferent amounts being reported in the financial statements.

 

The Partnership isrequired to assess potential impairments to its long-lived assets, which isprimarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships inaccordance with the equity method of accounting since the Partnership does notcontrol the operations of the Operating Partnership.

 

If the book value of thePartnership’s investment in an Operating Partnership exceeds the estimatedvalue derived by management, which generally consists of the remaining futureLow-Income Housing Credits allocable to the Partnership and the estimatedresidual value to the Partnership, the Partnership reduces its investment inany such Operating Partnership and includes such reduction in equity in loss ofinvestment of limited partnerships.

 

As of March 31,2004, the Partnership adopted FASB Interpretation No. 46 - Revised (“FIN46R”), “Consolidation of Variable Interest Entities.”** FIN 46R provides guidance on when a companyshould include the assets, liabilities, and activities of a variable interestentity (“VIE”) in its financial statements and when it should discloseinformation about its relationship with a VIE. A VIE is a legal structure usedto conduct activities or hold assets, which must be consolidated by a companyif it is the primary beneficiary because it absorbs the majority of the entity’sexpected losses, the majority of the expected returns, or both.

 

Based on the guidance ofFIN 46R, the Operating Partnerships in which the Partnership invests inmeet the definition of a VIE.  However,management does not consolidate the Partnership’s interests in these VIEs underFIN 46R, as it is not considered to be the primary beneficiary.  The Partnership currently records the amountof its investment in these partnerships as an asset on its balance sheet,recognizes its share of partnership income or losses in the statements ofoperations, and discloses how it accounts for material types of theseinvestments in its financial statements.

 

The Partnership’s balancein investment in Operating Partnerships, plus the risk of recapture of taxcredits previously recognized on these investments, represents its maximumexposure to loss.  The Partnership’sexposure to loss on these partnerships is mitigated by the condition andfinancial performance of the underlying properties as well as the strength ofthe local general partners and their guarantee against credit recapture.

 

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Recent Accounting Changes

 

In September 2006,the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards (SFAS) No. 157, “Fair Value Measurements,” (SFAS157), which defines fair value, establishes a framework for measuring fairvalue in generally accepted accounting principles and expands disclosure aboutfair value measurements. SFAS 157 is effective for financial statements issuedfor fiscal years beginning after November 15, 2007 and shall be appliedprospectively except for very limited transactions.  In February 2008, the FASB issued FASBStaff Position (FSP) No. FAS 157-2, which delayed for one year theimplementation of SFAS 157 as it pertains to certain non-financial assets andliabilities. The Partnership adopted SFAS 157 effective April 1, 2008,except as it applies to those non-financial assets and liabilities, for whichthe effective date is April 1, 2009. The Partnership has determined that the adoption of SFAS 157 has, andwill have, no impact on the Partnership’s financial statements.

 

In February 2007,the FASB issued SFAS 159 “The Fair Value Option for Financial Assets andFinancial Liabilities — including an amendment of FASB Statement No. 115.”  SFAS 159 permits entities to choose tomeasure many financial instruments and certain other items at fair value.  The fair value election is designed toimprove financial reporting by providing entities with the opportunity tomitigate volatility in reported earnings caused by measuring related assets andliabilities differently without having to apply complex hedge accountingprovisions. SFAS 159 is effective for fiscal years beginning after November 15,2007.  On April 1, 2008, thePartnership adopted SFAS 159 and elected not to apply the provisions ofSFAS 159 to its eligible financial assets and financial liabilities on thedate of adoption. Accordingly, the initial application of SFAS 159 had noeffect on the Partnership.

 

Financial AccountingStandards Board (FASB) Interpretation (FIN) No. 48, Accounting forUncertainty in Income Taxes was issued in June 2006 and interprets SFAS No. 109,Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze allmaterial positions they have taken or plan to take in all tax returns that havebeen filed or should have been filed with all taxing authorities for all yearsstill subject to challenge by those taxing authorities. If the position takenis “more-likely-than-not” to be sustained by the taxing authority on itstechnical merits and if there is more than a 50% likelihood that the position wouldbe sustained if challenged and considered by the highest court in the relevantjurisdiction, the tax consequences of that position should be reflected in thetaxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS109 had recommended a “probable” standard for recognition of tax consequencesrather than the “more-likely-than-not” standard finally adopted.

 

Because we are apass-through entity and are not required to pay income taxes, FIN 48 does notcurrently have any impact on our financial statements. On December 30,2008, the FASB issued FASB Staff Position (FSP) No. FIN 48-3: EffectiveDate of FASB Interpretation No. 48 for Certain Nonpublic Enterprises,which defers the effective date of Interpretation 48 for nonpublic enterprisesincluded within the scope of FSP No. FIN 48-3 to the annual financialstatements for fiscal years beginning after December 15, 2008. Thedeferred effective date is intended to give the Board additional time todevelop guidance on the application of Interpretation 48 by pass-throughentities and not-for-profit organizations. We may modify our disclosures if theFASB’s guidance regarding application of FIN 48 to pass-through entitieschanges and is extended to public enterprises.

 

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Recent Accounting Changes- Continued

 

In April 2009, theFASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair Value ofFinancial Instruments.”  The FSP requires disclosure about the methodand significant assumptions used to establish the fair value of financialinstruments for interim reporting periods as well as annualstatements.  The FSP is effective for Boston Capital Tax Credit FundII L.P. as of June 30, 2009 and will not impact the Partnership’sfinancial condition or results of operations.

 

In November 2008,the Emerging Issues Task Force issued EITF No. 08-6, “Equity MethodInvestment Accounting Considerations” (EITF 08-6) that addresses how theinitial carrying value of an equity method investment should be determined, howan impairment assessment of an underlying indefinite-lived intangible asset ofan equity method investment should be performed, how an equity method investee’sissuance of shares should be accounted for, and how to account for a change inan investment from the equity method to the cost method. EITF 08-6 shallbe effective in fiscal years beginning on or after December 15, 2008,and interim periods within those fiscal years. EITF 08-6 shall be appliedprospectively with early application prohibited. The impact of adoptingEITF 08-6 is not expected to have a material impact on Partnership’sfinancial condition or results of operations.

 

In May 2009, theFASB issued Statement of Financial Accounting Standards No. 165, “SubsequentEvents” (“SFAS 165”).   SFAS 165 establishes general standardsof accounting for and disclosure of events that occur after the balance sheetdate but before financial statements are issued or are available to beissued.  SFAS 165 is effective for Boston Capital Tax Credit Fund IIL.P. as of June 30, 2009.  The adoption of SFAS 165 is notexpected to have a material impact on the Partnership’s financial condition orresults of operations.

 
| Item  7a. | Quantitative and  Qualitative Disclosure About Market Risk                                                                                                       |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                             |
|      | Not Applicable                                                                                                                                                   |
|      |                                                                                                                                                             |
| Item 8.   | Financial Statements  and Supplementary Data                                                                                                                     |
|      |                                                                                                                                                             |
|      | The financial  statements of the Partnership are listed in Item 15 as being filed as a part  of this Report as Exhibits 13 are incorporated herein by reference. |
|      |                                                                                                                                                             |
| Item 9.   | Changes in and  Disagreements with Accountants on Accounting and Financial Disclosure                                                                            |
|      |                                                                                                                                                             |
|      | None.                                                                                                                                                            |

 

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| Item 9a. | Controls &  Procedures |
|----------|---------------------------------|
|     |                            |   |
|     | (a)                             | Evaluation of  Disclosure Controls and Procedures As of the end of the period covered by  this report, the Partnership’s general partner, under the supervision and  with the participation of the Principal Executive Officer and Principal  Financial Officer of C&M Management, Inc., carried out an evaluation  of the effectiveness of the Fund’s “disclosure controls and procedures” as  defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15.  Based on that evaluation, the Principal Executive Officer and Principal  Financial Officer have concluded that as of the end of the period covered by  this report, the Partnership’s disclosure controls and procedures were  adequate and effective in timely alerting them to material information  relating to the Partnership required to be included in the Partnership’s  periodic SEC filings. |
|     |                            |   |
|     | (b)                             | Management’s Annual  Report on Internal Control over Financial Reporting |
|     |                            |  

Management of the  Partnership is responsible for establishing and maintaining adequate internal  control over financial reporting (as defined in Rule 13a-15(f) under  the Exchange Act). The Partnership’s internal control system over financial  reporting is designed to provide reasonable assurance to the Partnership’s  management regarding the reliability of financial reporting and the  preparation of financial statements for external purposes of accounting  principles generally accepted in the United States. Due to inherent  limitations, an internal control system over financial reporting may not  prevent or detect misstatements. Therefore, even those systems determined to  be effective can provide only reasonable assurance of achieving their control  objectives.

 

The Partnership’s  general partner, under the supervision and with the participation of the  Principal Executive Officer and Principal Financial Officer of Boston Capital  Associates II LP, assessed the effectiveness of the Partnership’s internal  controls and procedures over financial reporting as of March 31, 2009.  In making this assessment, the Partnership’s management used the criteria set  forth by the Committee of Sponsoring Organizations of the Treadway Commission  (COSO) in Internal Control - Integrated Framework. Based on this assessment,  management believes that, as of March 31, 2009, the Partnership’s  internal control over financial reporting was effective.

 

This annual report does  not include an attestation report of the Partnership’s registered public  accounting firm regarding internal control over financial reporting.  Management’s report was not subject to  attestation by the Partnership’s registered public accounting firm pursuant  to temporary rules of the Securities and Exchange Commission that permit  the Fund to provide only management’s report in this annual report. |
|     |                            |   |
|     | (c)                             | Changes in Internal  Controls |
|     |                            |  

There were no changes  in the Partnership’s internal control over financial reporting that occurred  during the quarter ended March 31, 2009 that materially affected, or are  reasonably likely to materially affect, the Partnership’s internal control  over financial reporting. |

 

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## PART III

 
| Item 10. | Directors, Executive  Officers and Corporate Governance |
|----------|---------------------------------------------------------|
|     |                                                    |
|     | (a),  (b), (c), (d) and (e)                   |

 

The Partnership has nodirectors or executives officers of its own. The following biographical information is presented for the partners ofthe general partners and affiliates of those partners, including Boston CapitalPartners, Inc. (“Boston Capital”), with principal responsibility for thePartnership’s affairs.

 

**John P. Manning**, age 60, is co-founder, and since 1974has been the President and Chief Executive Officer, of Boston CapitalCorporation. As co-founder and CEO of Boston Capital, Mr. Manning’sprimary responsibilities include strategic planning, business development andthe continued oversight of new opportunities. In addition to hisresponsibilities at Boston Capital Corporation, Mr. Manning is a proactiveleader in the multifamily real estate industry. He served in 1990 as a memberof the Mitchell-Danforth Task Force, which reviewed and suggested reforms tothe Low Income Housing Tax Credit program. He was the founding President of theAffordable Housing Tax Credit Coalition and is a former member of the board ofthe National Leased Housing Association. During the 1980s, he served as amember of the Massachusetts Housing Policy Committee as an appointee of theGovernor of Massachusetts. In addition, Mr. Manning has testified beforethe U.S. House Ways and Means Committee and the U.S. Senate Finance Committeeon the critical role of the private sector in the success of the Low IncomeHousing Tax Credit. In 1996, President Clinton appointed him to the President’sAdvisory Committee on the Arts at the John F. Kennedy Center for the PerformingArts. In 1998, President Clinton appointed Mr. Manning to the President’sExport Council, the premiere committee comprised of major corporate CEOs thatadvise the President on matters of foreign trade and commerce. In 2003, he wasappointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manningsits on the Board of Directors of the John F. Kennedy Presidential Library inBoston where he serves as Chairman of the Distinguished Visitors Program. He isalso on the Board of Directors of the Beth Israel Deaconess Medical Center inBoston. Mr. Manning is a graduate of Boston College.

 

Mr. Manning is themanaging member of Boston Associates. Mr. Manning is also the principal ofBoston Capital Corporation. While Boston Capital is not a direct subsidiary ofBoston Capital Corporation, each of the entities is under the common control ofMr. Manning.

 

**JeffreyH. Goldstein,**age47, is Chief Operating Officer and has been the Director of Real Estate ofBoston Capital Corporation since 1996. He directs Boston Capital Corporation’scomprehensive real estate services, which include all aspects of origination,underwriting, due diligence and acquisition. As COO, Mr. Goldstein isresponsible for the financial and operational areas of Boston CapitalCorporation and assists in the design and implementation of businessdevelopment and strategic planning objectives. Mr. Goldstein previouslyserved as the Director of the Asset Management division as well as the head ofthe dispositions and troubled assets group. Utilizing his 16 years experiencein the real estate syndication and development industry, Mr. Goldstein hasbeen instrumental in the diversification and expansion of Boston CapitalCorporation’s businesses. Prior to joining Boston

 

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CapitalCorporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane &Co., where he was responsible for placing debt on all new construction projectsand debt structure for existing apartment properties. Prior to that, he servedas Manager for Homeowner Financial Services, a financial consulting firm forresidential and commercial properties, and worked as an analyst responsible forbudgeting and forecasting for the New York City Council Finance Division. Hegraduated from the University of Colorado and received his MBA fromNortheastern University.

 

**Kevin P.Costello,**age 62,is Executive Vice President and has been the Director of InstitutionalInvesting of Boston Capital Corporation since 1992 and serves on the firm’sExecutive Committee. He is responsible for all corporate investment activityand has spent over 20 years in the real estate syndication and investmentbusiness. Mr. Costello’s prior responsibilities at Boston CapitalCorporation have involved the management of the Acquisitions Department and thestructuring and distribution of conventional and tax credit private placements.Prior to joining Boston Capital Corporation in 1987, he held positions withFirst Winthrop, Reynolds Securities and Bache & Company. Mr. Costellograduated from Stonehill College and received his MBA with honors from Rutgers’Graduate School of Business Administration.

 

**Marc N.Teal,**age 45, hasbeen Chief Financial Officer of Boston Capital Corporation since May 2003.Mr. Teal previously served as Senior Vice President and Director ofAccounting and prior to that served as Vice President of PartnershipAccounting. He has been with Boston Capital Corporation since 1990. In hiscurrent role as CFO he oversees all of the accounting, financial reporting, SECreporting, budgeting, audit, tax and compliance for Boston Capital Corporation,its affiliated entities and all Boston Capital Corporation sponsored programs.Additionally, Mr. Teal is responsible for maintaining all banking andborrowing relationships of Boston Capital Corporation and treasury managementof all working capital reserves.  He alsooversees Boston Capital Corporation’s information and technology areas,including the strategic strategic planning for Boston Capital Corporation andits affiliaties.  Prior to joining BostonCapital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot,Cabot & Forbes, a multifaceted real estate company, and prior to thatwas a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor ofScience Accountancy from Bentley College and a Masters in Finance from SuffolkUniversity.

 

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| (f)              | Involvement in certain legal proceedings.                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             | None.                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (g)              | Promoters and control  persons.                                                                                                                                                                                                                                                                                                                                                                                                    |
|             | None.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (h) and (i) | The Partnership has no  directors or executive officers and accordingly has no audit committee and no  audit committee financial expert.  The  Partnership is not a listed issuer as defined in Regulation 10A-3 promulgated  under the Securities Exchange Act of 1934.                                                                                                                                                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|             | The General Partner of  the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics  which applies to the Principal Executive Officer and Principal Financial  Officer of C&M Management, Inc.   The Code of Ethics will be provided without charge to any person who  requests it.  Such request should be  directed to, Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA  02108. |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Item 11.         | Executive Compensation                                                                                                                                                                                                                                                                                                                                                                                                             |
|             | (a), (b), (c), (d) and  (e)                                                                                                                                                                                                                                                                                                                                                                                                   |

 

ThePartnership has no officers or directors and no compensation committee.  However, under the terms of the Amended andRestated Agreement and Certificate of Limited Partnership of the Partnership,the Partnership has paid or accrued obligations to the general partner and itsaffiliates for the following fees during the 2008 fiscal year:

 

1.An annual partnership management fee based on .5 percent of the aggregate costof all apartment complexes acquired by the Operating Partnerships, less theamount of certain partnership management and reporting fees paid or payable bythe Operating Partnerships, has been accrued as payable to Boston Capital AssetManagement Limited Partnership.  Theannual partnership management fee accrued during the year ended March 31,2009 was $1,295,460. The annual partnership management fee paid during the yearended March 31, 2009 was $2,847,687. Accrued fees are payable without interest as sufficient funds becomeavailable.

 

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2.The Partnership has reimbursed or accrued to an affiliate of the generalpartner a total of $90,646 for amounts charged to operations during the yearended March 31, 2009. The reimbursement includes, but may not be limitedto, postage, printing, travel, and overhead allocations.

 

3. The Partnershiprecorded as payable to affiliates of the general partner a total of $0 foramounts advanced to the Partnership to enable it to make advances to theOperating Partnerships.  The Partnershipreimbursed to the affiliates of the general partner a total of $107,320 from Series 7for prior advances to the Partnership.

 
| Item 12. |   | Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters                                                                                                     |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                                |
| (a)      |   | Security ownership of  certain beneficial owners.                                                                                                                                                   |
|     |   |                                                                                                                                                                                                |
|     |   | As of March 31,  2009, 18,679,738 BACs had been issued. The following Series are known to  have two investors with holdings in excess of 5% of the total outstanding  BACs in the series. |
|     |   |                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                |
|     |   | 1.             Summit Venture                                                                                                                |
|     |   | P.O. Box 47638                                                                                                                                                                                 |
|     |   | Phoenix, AZ 85068                                                                                                                                                                                   |

 
| **Series**     | ** ** | **% of BACs held** | ** ** |
|----------------|------------|--------------------|------------|
| Series 10 |       | 5.14               | %          |

 
|   |   | 2.               Everest Housing |
|--------|--------|--------------------------------------------------------------------------------------------------------|
|   |   | 199 South Los Robles  Ave., Suite 200                                                             |
|   |   | Pasadena, CA 91101                                                                                     |

 
| **Series**     | ** ** | **% of BACs held** | ** ** |
|----------------|------------|--------------------|------------|
| Series 9  |       | 9.33               | %          |
| Series 11 |       | 13.98              | %          |
| Series 12 |       | 8.92               | %          |
| Series 14 |       | 7.19               | %          |

 
| (b)    |   | Security  ownership of management.                                                                                                                                                                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                         |
|   |   | The general  partner has a 1% interest in all profits, losses, credits and distributions  of the Partnership.  The Partnership’s  response to Item 12(a) is incorporated herein by reference. |
|   |   |                                                                                                                                                                                                         |
| (c)    |   | Changes  in control.                                                                                                                                                                                         |

 

Thereexists no arrangement known to the Partnership the operation of which may at asubsequent date result in a change in control of the Partnership. There is aprovision in the Partnership’s Partnership Agreement which allows, undercertain circumstances, the ability to change control.

 

ThePartnership has no compensation plans under which interests in the Fund areauthorized for issuance.

 

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| Item 13. | Certain Relationships  and Related Transactions and Director Independence |
|----------|---------------------------------------------------------------------------|
|     |                                                                      |
|     |   (a) Transactions  with related persons                   |

 

ThePartnership has no officers or directors. However, under the terms of the Offering, various kinds of compensationand fees are payable to the general partner and its affiliates during theorganization and operation of the Partnership. Additionally, the general partner will receive distributions from thePartnership if there is cash available for distribution or residual proceeds asdefined in the Partnership Agreement. The amounts and kinds of compensation and fees are described in theProspectus under the caption “Compensation and Fees”, which is incorporatedherein by reference.  See Note B of Notesto Financial Statements in Item 15 of this Annual Report on Form 10-K foramounts accrued or paid to the general partner and its affiliates during theperiod from April 1, 1995 through March 31, 2009.

** **
|                                                                              |   (b)   Review,  Approval or Ratification of transactions with related persons. |
|-----------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                                                              |                                                                                                     |
| The Partnership  response to Item 13(a) is incorporated herein by reference. |
|                                                                              |
|                                                                              |   (c)   Promoters  and certain control persons.                            |
|                                                                              |                                                                                                     |
|      Not applicable.                                |
|                                                                              |                                                                                                     |
|                                                                              |   (d)   Independence.                                                      |
|                                                                              |                                                                                                     |
|      The Partnership  has no directors.             |
|                                                                                   |                                                                                                          |  |

 

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| Item 14. | Principal Accounting  Fees and Services 

Fees paid to the  Partnership’s independent auditors for fiscal year 2009 were comprised of the  following: |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| **Fee   Type**      | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|---------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit  Fees         |       | $          | 11,133     |       | $          | 23,163     |       | $          | 21,543     |       | $          | 22,083     |       | $ | 25,483 |   | $ | 47,003 |   |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit  Related Fees |       |       |       |       |       | 250        |       | 500        |       | —     |       | 1,000      |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax  Fees           |       | 3,936      |       | 10,965     |       | 9,599      |       | 9,818      |       | 11,382     |       | 21,097     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All  Other Fees     |       | 600        |       | 600        |       | 600        |       | 2,100      |       | 2,600      |       | 600        |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total               |       | $          | 15,669     |       | $          | 34,728     |       | $          | 31,992     |       | $          | 34,501     |       | $ | 39,465 |   | $ | 69,700 |   |

 
|   | Fees paid to the  Partnership’s independent auditors for fiscal year 2008 were comprised of the  following: |
|--------|------------------------------------------------------------------------------------------------------------------|

 
| **Fee   Type**      | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|---------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit  Fees         |       | $          | 10,923     |       | $          | 22,493     |       | $          | 21,993     |       | $          | 21,453     |       | $ | 24,724 |   | $ | 45,413 |   |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit  Related Fees |       |       |       |       |       | 500        |       | 1,000      |       | 250        |       | 1,750      |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax  Fees           |       | 4,408      |       | 10,780     |       | 10,540     |       | 10,549     |       | 12,721     |       | 21,124     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All  Other Fees     |       | 883        |       | 883        |       | 883        |       | 883        |       | 883        |       | 884        |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total               |       | $          | 16,214     |       | $          | 34,156     |       | $          | 33,916     |       | $          | 33,885     |       | $ | 38,578 |   | $ | 69,171 |   |

 
|   | Audit Committee                                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                |
|   | The Partnership has no  Audit Committee.  All audit services  and any permitted non-audit services performed by the Partnership’s  independent auditors are pre-approved by C&M Management, Inc. |

 

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PART IV

 
| Item 15                                                                                                                                                                                            |   | Exhibits and Financial  Statement Schedules                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                               |   |                                                                                              |
| (a) 1.                                                                                                                                                                                        |   | Financial Statements -  Filed herein as Exhibit 13                                           |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Balance  Sheets, March 31, 2009 and 2008                                                     |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Statement  of Operations, Years ended March 31, 2009, and 2008                               |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Statements  of Changes in Partners’ Capital, Years ended March 31, 2009, and 2008       |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Statements  of Cash Flows, Years ended March 31, 2009, and 2008                              |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Notes to Financial  Statements, March 31, 2009, and 2008                                     |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   |                                                                                              |
| (a) 2.                                                                                                                                                                                        |   | Financial  Statement Schedules                                                                    |
| Schedules not  listed are omitted because of the absence of the conditions under which they  are required or because the information is included in the financial  statements or the notes hereto. |
|                                                                                                                                                                                               |   |                                                                                              |
| (b)                                                                                                                                                                                                |   | 1.Exhibits  (listed according to the number assigned in the table in Item 601 of  Regulation S-K) |
|                                                                                                                                                                                               |   |                                                                                              |
|                                                                                                                                                                                               |   | Exhibit No. 3  - Organization Documents.                                                |
|                                                                                                                                                                                               |   | a.                                                                                                | Certificate  of Limited Partnership of Boston Capital Tax Credit Fund II Limited  Partnership.  (Incorporated by  reference from Exhibit 3 to the Partnership’s Registration Statement No. 33-30145  on Form S-11 as filed with the Securities and Exchange Commission on October 25,  1989.) |
|                                                                                                                                                                                                    |        |                                                                                                   |  |  |  |

 

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|   | Exhibit No. 4  - Instruments defining the rights of security holders, including indentures.

  |
|--------|---------------------------------------------------------------------------------------------------------------|
|   | a.                                                                                                            | Agreement  of Limited Partnership of Boston Capital Tax Credit Fund II Limited  Partnership.  (Incorporated by  reference from Exhibit 4 to the Partnership’s Registration Statement No. 33-30145  on Form S-11 as filed with the Securities and Exchange Commission on October 25,  1989.) |
|   |                                                                                                          |
|   | Exhibit No. 10  - Material contracts.

                                                        |
|   | a.                                                                                                            | Beneficial  Assignee Certificate.  (Incorporated by  reference from Exhibit 10A to the Partnership’s Registration Statement No. 33-30145  on Form S-11 as filed with the Securities and Exchange Commission on October 25,  1989.) |
|   |                                                                                                          |
|   | Exhibit No. 13  - Financial Statements

                                                       |
|   | a.                                                                                                            | Financial  Statement of Boston Capital Tax Credit Fund II Limited Partnership, filed  herein |
|   |                                                                                                          |   |
|   | Exhibit No. 23  - Consents of experts and counsel.

                                           |
|   | a.                                                                                                            | Independent Auditor’s  Reports for Operating Partnerships, filed herein |
|   |                                                                                                          |
|   | Exhibit No. 31  Certification 302

                                                            |
|   | a.                                                                                                            | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein

  |
|   | b.                                                                                                            | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |                                                                                                          |
|   | Exhibit No. 32  Certification 906

                                                            |
|   | a.                                                                                                            | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein

  |
|   | b.                                                                                                            | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein |

 

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## SIGNATURES

##  

Pursuant to therequirements of Section 13 of the Securities Exchange Act of 1934, thePartnership has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|              | Boston Capital Tax  Credit Fund II Limited Partnership |
|-------------------|--------------------------------------------------------|
|              | By:                                                    | Boston Capital  Associates II L.P. |
|              |                                                   | General Partner |
|              |                                                   |   |
|              | By:                                                    | BCA Associates  Limited Partnership, |
|              |                                                   | General Partner |
|              |                                                   |   |
|              | By:                                                    | C&M  Management Inc., |
| Date:             |                                                   | General Partner |
|              |                                                   |   |
| July 7, 2009 | By:                                                    | /s/ John P. Manning |
|              |                                                   | John P. Manning |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Partnership and in thecapacities and on the dates indicated:

 
| **DATE:**         | ** ** | **SIGNATURE:**      | ** ** | **TITLE:**                                                                                                                                                                      |
|-------------------|------------|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                |       |                                                                                                                                                                            |
| July 7, 2009 |       | /s/ John P. Manning |       | Director, President                                                                                                                                                             |
|              |       | John P. Manning     |       | (Principal Executive                                                                                                                                                            |
|              |       |                |       | Officer) C&M  Management                                                                                                                                                    |
|              |       |                |       | Inc.; Director,                                                                                                                                                                 |
|              |       |                |       | President (Principal                                                                                                                                                            |
|              |       |                |       | Executive Officer)                                                                                                                                                              |
|              |       |                |       | BCTC II Assignor Corp.                                                                                                                                                          |
|              |       |                |       |                                                                                                                                                                            |
| July 7, 2009 |       | /s/ Marc N. Teal    |       | Chief Financial Officer                                                                                                                                                         |
|              |       | Marc N. Teal        |       | (Principal Financial   and Accounting   Officer),C&M Management   Inc.; Chief Financial   Officer (Principal   Financial and   Accounting Officer)   BCTC II Assignor Corp. |

 

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